Intel Announces Satisfaction of Antitrust Clearance Condition for Proposed Acquisition of Mobileye
01 August 2017 - 10:30PM
Business Wire
Tender Offer to Expire August 7,
2017
Intel Corporation (NASDAQ: INTC) today announced that on July
31, 2017, the Korea Fair Trade Commission approved the previously
announced tender offer to purchase all of the outstanding ordinary
shares of Mobileye N.V. (NYSE: MBLY). The tender offer is being
made pursuant to the Purchase Agreement, dated as of March 12,
2017, by and among Intel, Cyclops and Mobileye (the “Purchase
Agreement”).
As a result of the approval of the tender offer from the Korea
Fair Trade Commission, all required antitrust clearances have now
been obtained.
Intel also announced that Intel and Mobileye have agreed that
the tender offer will expire at 5:00 p.m., New York City
time, on August 7, 2017, unless the tender offer is extended or
earlier terminated, in either case pursuant to the terms of the
Purchase Agreement. The tender offer was previously scheduled to
expire on August 11, 2017. Mobileye shareholders are urged to
tender their shares into the tender offer prior to its expiration.
Mobileye shareholders who have already tendered and not withdrawn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 revision of the
expiration date of the tender offer.
Completion of the tender offer remains subject to additional
conditions described in the tender offer statement on Schedule TO
filed by Cyclops Holdings, LLC, a wholly owned subsidiary of Intel,
with the U.S. Securities and Exchange Commission (the “SEC”) on
April 5, 2017 (as amended and supplemented, the “Schedule TO”),
including that at least 67 percent of Mobileye’s outstanding shares
be validly tendered and not withdrawn prior to the expiration of
the tender offer (including any extensions). Intel further
announced that if all of the conditions to the tender offer are
satisfied and the offer expires as now scheduled on August 7, 2017,
then Intel anticipates that the closing of the tender offer will
occur on August 8, 2017.
D.F. King & Co. is acting as information agent for the
tender offer. Requests for documents and questions regarding the
tender offer may be directed to D.F. King toll free at
(800) 966-9021 (for shareholders) or collect at
(212) 269-5550 (for banks and brokers).
About Intel
Intel (NASDAQ: INTC) 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.
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 document contains forward-looking statements related to the
proposed transaction between Intel and Mobileye, including
statements regarding the benefits and the timing of the transaction
as well as statements regarding the companies’ products and
markets. 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, the uncertainty of regulatory approvals; the ability
of the parties to complete the transaction in the time expected or
at all; the ability of Intel to successfully integrate Mobileye’s
business; the market for advanced driving assistance systems and
autonomous driving may develop more slowly than expected or than it
has in the past; evolving government regulation of the advanced
driving assistance systems and autonomous driving markets; the risk
that we are unable to commercially develop the technologies
acquired or achieve the anticipated benefits and synergies of the
transaction; the risk that we are unable to develop derivative
works from the technologies acquired; our ability to attract new or
maintain existing customer and supplier relationships at reasonable
cost; the failure to protect and enforce our intellectual property
rights; assertions or claims by third parties that we infringe
their intellectual property rights; the risk of technological
developments and innovations by others; the risk of potential
losses related to any product liability claims and litigation; the
risk that the parties are unable to retain and hire key personnel;
unanticipated restructuring costs may be incurred or undisclosed
liabilities assumed; and other risks detailed in Intel’s and
Mobileye’s 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 and in any subsequent reports on
Form 6-K, 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, and SEC filings for Mobileye are available in
the Investor Relations section of Mobileye’s website
at ir.mobileye.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.
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version on businesswire.com: http://www.businesswire.com/news/home/20170801005655/en/
Intel Media RelationsCara Walker,
503-696-0831cara.walker@intel.comorIntel Investor RelationsMark
Henninger, 408-653-9944Mark.h.henninger@intel.com
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