Intel Corporation (NASDAQ:INTC) and Mobileye B.V. today
announced that a final judgment was rendered by the Enterprise
Chamber (Ondernemingskamer) of the Amsterdam Court of Appeals
(Gerechtshof Amsterdam) on March 27, 2018 in the statutory
compulsory acquisition proceeding (uitkoopprocedure) initiated by
Cyclops Holdings, LLC, a wholly owned subsidiary of Intel, for all
remaining outstanding Mobileye shares.
The Enterprise Chamber has ordered all minority Mobileye
shareholders to transfer their Mobileye shares to Cyclops in
exchange for a payment of USD 63.54 per share in cash,
increased by statutory interest accrued from August 21, 2017 until
the date such Mobileye shares are transferred to Cyclops and minus
any distributions made on such Mobileye shares in that same period
(of which there had been none). All payments for Mobileye shares
will be made subject to applicable withholding taxes. In accordance
with the withholding tax ruling from the Israeli Tax Authority, any
payment for Mobileye shares pursuant to the Enterprise Chamber’s
ruling will be subject to the completion and delivery of a
Declaration of Status for Israeli Income Tax Purposes in the same
form as was required for Mobileye shares tendered in the previously
announced and completed tender offer.
From March 27, 2018 to 3:00 p.m. New York City time on April 25,
2018, Mobileye shareholders will have the opportunity to
voluntarily adhere to the judgment of the Enterprise Chamber by
transferring their Mobileye shares to Cyclops. Beneficial owners of
Mobileye shares, including Mobileye shareholders who hold their
shares through a broker, will be able to adhere to the judgment by
means of a Letter of Voluntary Transfer, including by providing a
Declaration of Status for Israeli Income Tax Purposes along with
any other required documentation. Beneficial owners of Mobileye
shares should contact their bank, broker or other financial
intermediary for further information about the Letter of Voluntary
Transfer and for copies of the Declaration of Status for Israeli
Income Tax Purposes and any other documentation that must be
submitted. Beneficial owners whose shares are transferred pursuant
to a Letter of Voluntary Transfer are not expected to be required
to submit a notarial deed to be able to transfer their Mobileye
shares to Cyclops.
Registered owners of Mobileye shares will only be able to
transfer their shares to Cyclops during the voluntary period
pursuant to a Dutch notarial deed. Such a deed is required under
Dutch law and may cause the process for transferring Mobileye
shares to Cyclops during the voluntary period to be expensive,
cumbersome and time-consuming. For example, each party may be
required to provide a power of attorney, legalized and apostilled,
and know-your-customer information, each to the satisfaction of the
Dutch notary, and fees for execution of each such Dutch notarial
deed by a Dutch notary can be expected to be between EUR 2,000 and
EUR 5,000.
On April 25, 2018 or shortly thereafter, Cyclops plans to
enforce the judgment of the Enterprise Chamber against the
remaining Mobileye minority shareholders by paying the aggregate
compulsory acquisition price for the remaining outstanding Mobileye
shares to the consignment office of the Dutch Ministry of Finance.
Upon such payment, ownership of all Mobileye shares not previously
transferred to Cyclops will be transferred to Cyclops by operation
of law, and the former holders of such shares will then be entitled
to receive payment of USD 63.54 per share held as of the end
of the voluntary period in cash, increased by applicable interest
accrued, from the consignment office of the Dutch Ministry of
Finance. Please note that the Dutch notarial deed requirements will
not apply to the transfer of Mobileye shares to Cyclops by
operation of law following the end of the voluntary period.
Following consignment of funds to the consignment office of the
Dutch Ministry of Finance, former holders of shares and/or their
brokers will need to collect funds from the consignment office of
the Dutch Ministry of Finance in accordance with procedures to be
established by the consignment office of the Dutch Ministry of
Finance, which may include requirements to provide certain
documents that the consignment office of the Dutch Ministry of
Finance may require in its discretion. All payments will still be
subject to applicable withholding taxes and completion and delivery
of a Declaration of Status for Israeli Income Tax Purposes (as
described above).
Additional information will be provided on the transaction
website at http://intelandmobileye.transactionannouncement.com/
following the end of the voluntary period.
For more information on how to receive payment for Mobileye
shares, including how to provide a Declaration of Status for
Israeli Income Tax Purposes, Mobileye shareholders may contact
their bank, broker or other financial intermediary, or D.F. King
& Co., Inc., the information agent for the compulsory
acquisition process, at:
D.F. King & Co., Inc.48 Wall Street, 22nd
FloorNew York, New York 10005Shareholders may call toll free: (800)
966-9021Banks and Brokers may call collect: (212) 269-5550Email:
mobileye@dfking.com
About Intel
Intel expands the boundaries of technology to make the most
amazing experiences possible. Information about Intel can be found
at newsroom.intel.com and intel.com.
About Mobileye, an Intel Company
Mobileye, an Intel Company, is the global leader in the
development of computer vision and machine learning, data analysis,
localization and mapping for Advanced Driver Assistance Systems and
autonomous driving. Mobileye’s technology keeps passengers safer on
the roads, reduces the risks of traffic accidents, saves lives and
has the potential to revolutionize the driving experience by
enabling autonomous driving. Mobileye’s proprietary software
algorithms and EyeQ® chips perform detailed interpretations of the
visual field in order to anticipate possible collisions with other
vehicles, pedestrians, cyclists, animals, debris and other
obstacles. Mobileye’s products are also able to detect roadway
markings such as lanes, road boundaries, barriers and similar
items; identify and read traffic signs, directional signs and
traffic lights; create a RoadBook™ of localized drivable paths and
visual landmarks using REM™; and provide mapping for autonomous
driving. Mobileye’s products are or will be integrated into car
models from more than 25 global automakers. Mobileye’s
products are also available in the aftermarket.
Forward-Looking Statements
This document contains forward-looking
statements related to the transaction between Intel and Mobileye,
including statements regarding the anticipated timing of
enforcement of the judgment of the Enterprise Chamber, whether or
not notarial deeds will be required to effectuate transfers of
Mobileye shares, statements regarding the requirements to be
imposed by the consignment office of the Dutch Ministry of Finance
and that additional information will be posted to the transaction
website. Words such as “anticipate,” “believe,” “estimate,”
“expect,” “forecast,” “intend,” “may,” “plan,” “project,”
“predict,” “should,” “would” and “will” and variations of such
words and similar expressions are intended to identify such
forward-looking statements. Such statements are based on
management’s expectations as of the date they were first made and
involve risks and uncertainties that could cause our actual results
to differ materially from those expressed or implied in our
forward-looking statements. Such risks and uncertainties include,
among others, risks and uncertainties related to the ability of the
parties to consummate the compulsory acquisition and their plans
described in this press release in the time period expected or at
all and other risks detailed in Intel’s and Mobileye’s respective
filings with the SEC, including those discussed in Intel’s most
recent Annual Report on Form 10-K and in any subsequent
periodic reports on Form 10-Q and Form 8-K and
Mobileye’s most recent Annual Report on Form 20-F, each of
which is on file or furnished with the SEC and available at the
SEC’s website at www.sec.gov. SEC filings for Intel are also
available on Intel’s Investor Relations website
at www.intc.com. Readers are cautioned not to place undue
reliance on these forward-looking statements, which speak only as
of their dates. Unless otherwise required by applicable law, Intel
and Mobileye undertake no obligation and do not intend to update
these forward-looking statements, whether as a result of new
information, future events or otherwise.
Intel and the Intel logo are trademarks of Intel Corporation in
the United States and other countries. Mobileye, EyeQ®, and the
Mobileye logo are registered trademarks of the Mobileye group in
the United States and in other countries.
*Other names and brands may be claimed as the property of
others.
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version on businesswire.com: https://www.businesswire.com/news/home/20180329005236/en/
Intel Media RelationsWilliam Moss,
650-521-1754william.moss@intel.comorIntel Investor RelationsMark
Henninger, 408-653-9944mark.h.henninger@intel.comorMobileye Media
RelationsAlexis Blais, 203-682-8270mobileyepr@icrinc.comorDan
Galves, 917-960-1525Senior VP, Chief Communications
Officerdan.galves@mobileye.com
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