JERUSALEM, July 14, 2017 /PRNewswire/ -- (NYSE: MBLY) –
Mobileye N.V. ("Mobileye" or the "Company"), the global leader in
Advanced Driver Assistance Systems and autonomous driving
technologies, today announced that the Israel Tax Authority has
issued an acceptable tax ruling with respect to the tax treatment
of the potential asset sale, liquidation and second step
distribution contemplated in connection with the all cash tender
offer to purchase all of the outstanding ordinary shares of
Mobileye by Intel Corporation ("Intel"). The tender offer is being
made pursuant to the Purchase Agreement, dated as of March 12, 2017, by and among Mobileye, Intel and
Cyclops Holdings, Inc., a wholly owned subsidiary of Intel that was
later converted to Cyclops Holdings, LLC ("Cyclops") (the "Purchase
Agreement"). Cyclops filed a tender offer statement on
Schedule TO with the U.S. Securities and Exchange
Commission (the "SEC") on April 5,
2017 (as amended and supplemented, the "Schedule TO").
As a result of receipt of the tax ruling and the adoption of
certain shareholder resolutions at the general meeting of Mobileye
shareholders in June, the minimum number of Mobileye shares that
must be validly tendered and not withdrawn prior to the expiration
of the tender offer (including any extensions) (the "Expiration
Time") has been lowered from 95 percent to 67 percent of
outstanding Mobileye shares (the "Minimum Condition"). Withdrawal
rights will terminate following the Expiration Time. Mobileye
shareholders who have already tendered their Mobileye shares in the
tender offer but whose willingness to tender is affected by the
lower threshold for the Minimum Condition should withdraw their
Mobileye shares from the tender offer immediately but in any event
before the Expiration Time.
In connection with the receipt of the tax ruling and the
lowering of the Minimum Condition, Mobileye also announced that it
and Intel have agreed that Cyclops will extend the offering period
of the tender offer. The tender offer, which was previously set to
expire at 5:00 p.m., New York
City time, on July 20, 2017, is now
scheduled to expire at 5:00 p.m.,
New York City time, on
July 28, 2017, unless the tender
offer is extended or earlier terminated, in either case pursuant to
the terms of the Purchase Agreement. The transaction is currently
expected to close during the third quarter of 2017.
Mobileye shareholders who have already tendered and not
withdrawn their ordinary shares of Mobileye do not have to
re-tender their shares or take any other action as a result of the
extension of the expiration date of the tender offer.
In addition to satisfaction of the revised Minimum Condition,
completion of the tender offer remains subject to additional
conditions described in the Schedule TO, including the receipt of
regulatory approval from the Korean Fair Trade Authority. The
tender offer will continue to be extended until all conditions are
satisfied or waived, or until the tender offer is terminated, in
either case pursuant to the terms of the Purchase Agreement and as
described in the Schedule TO.
Intel has publicly announced that, as promptly as practicable
following the Expiration Time and during the subsequent offering
period, it intends to cause Mobileye to be converted from a public
limited liability company (naamloze vennootschap or N.V.) to
a private limited liability company (besloten vennootschap met
beperkte aansprakelijkheid or B.V.) under Dutch law (the
"Conversion"). The Conversion could occur as soon as one day after
the Expiration Time. Mobileye shareholders should be aware that
following the Conversion, Mobileye shares held in registered form
may only be transferred by way of a notarial deed executed by a
Dutch notary (as more fully described in the Schedule TO).
Fees for execution of a Dutch notarial deed for the transfer of
Mobileye shares can be expected to be between EUR 2,000 and EUR 5,000 for each such Dutch
notarial deed executed by a Dutch notary. Mobileye shareholders can
avoid the time and cost associated with the requirement of Dutch
notarial deeds by tendering their Mobileye shares prior to the
Expiration Time.
Mobileye shareholders should also be aware that pursuant to the
further amended Mobileye articles of association to go into effect
when Mobileye shares are delisted from the NYSE (which was approved
at the Mobileye shareholder meeting on June
13, 2017) (the "Delisting Amendment"), Mobileye shares
acquired after the effectiveness of the Delisting Amendment and the
delisting of Mobileye shares from the NYSE (including during the
subsequent offering period if the Delisting Amendment becomes
effective during that period) will be subject to certain transfer
restrictions, including the requirement that the Mobileye board
approve any such transfer (as more fully described in the Schedule
TO). If the Delisting Amendment becomes effective during the
subsequent offering period, Mobileye shares could be delisted from
the NYSE as soon as the twentieth day after the Expiration Time.
Mobileye shareholders can avoid such restrictions on the
transferability of their Mobileye shares by tendering their
Mobileye shares prior to the Expiration Time.
About Mobileye
Mobileye N.V. 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. The Company'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. The Company'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. The Company'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. The Company's products are
or will be integrated into car models from more than 25 global
automakers. The Company's products are also available in the
aftermarket.
Additional Information and Where to Find It
This press
release is for informational purposes only and is neither an offer
to purchase nor a solicitation of an offer to sell any ordinary
shares of Mobileye or any other securities. A tender offer
statement on Schedule TO, including an offer to purchase, a letter
of transmittal and related documents, has been filed with the SEC
by Intel and one or more of its subsidiaries and a
solicitation/recommendation statement on Schedule 14D-9, has been
filed with the SEC by Mobileye. The offer to purchase all of
the issued and outstanding ordinary shares of Mobileye will only be
made pursuant to the offer to purchase, the letter of transmittal
and related documents filed as a part of the tender offer statement
on Schedule TO, in each case as amended from time to time.
THE TENDER OFFER MATERIALS (INCLUDING AN OFFER TO PURCHASE, A
RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER TENDER OFFER
DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION STATEMENT ON
SCHEDULE 14D-9 CONTAIN IMPORTANT INFORMATION. INVESTORS AND
SHAREHOLDERS OF MOBILEYE ARE URGED TO READ THESE DOCUMENTS
CAREFULLY BECAUSE THEY CONTAIN IMPORTANT INFORMATION THAT SUCH
HOLDERS SHOULD CONSIDER BEFORE MAKING ANY DECISION REGARDING
TENDERING THEIR ORDINARY SHARES. Investors and security
holders may obtain a free copy of these statements and other
documents filed with the SEC at the website maintained by the SEC
at www.sec.gov, at the transaction website
(http://intelandmobileye.transactionannouncement.com), or by
directing such requests to D.F. King
& Co., Inc., the information agent for the tender offer, toll
free at (800) 966-9021 (for shareholders) or collect at (212)
269-5550 (for banks and brokers).
Forward-Looking Statements
This press release
contains certain forward-looking statements. Words such as
"believes," "intends," "expects," "projects," "anticipates," and
"future" or similar expressions are intended to identify
forward-looking statements. These statements are only
predictions based on the Company's current expectations and
projections about future events. You should not place undue
reliance on these statements. Many factors may cause actual
results to differ materially from any forward-looking statement,
including the risk factors and other matters set forth in the
Company's filings with the SEC, including its Annual Report on Form
20-F for the year ended December 31,
2016. The Company does not undertake any obligation to
update or revise any forward-looking statement, whether as a result
of new information, future events or otherwise, except as may be
required by law.
Company Contact:
Dan Galves
CCO / SVP
dan.galves@mobileye.com
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SOURCE Mobileye N.V.