SANTA CLARA, Calif. — (BUSINESS WIRE) — June 14, 2017 — Intel Corporation (NASDAQ: INTC) today announced that the Israeli Antitrust General Director, in accordance with Section 20(b) of the Israel Restrictive Trade Practices Law, 5748-1988 and the regulations promulgated thereunder, has approved the previously announced proposed acquisition of Mobileye N.V. (NYSE: MBLY) by Intel on June 13, 2017. The approval from the Israeli Antitrust General Director satisfies a condition to the closing of the previously announced all cash tender offer by Cyclops Holdings, LLC, a wholly owned subsidiary of Intel, to purchase all of the outstanding ordinary shares of Mobileye.
Completion of the tender offer remains subject to additional conditions described in the tender offer statement on Schedule TO filed by Cyclops Holdings with the U.S. Securities and Exchange Commission (the “SEC”) on April 5, 2017 (as amended and supplemented, the “Schedule TO”). Such conditions include the receipt of regulatory approvals in certain non-U.S. jurisdictions and at least 95 percent of Mobileye’s outstanding shares (as such threshold may be lowered pursuant to the purchase agreement by and among Intel, Cyclops and Mobileye) being validly tendered and not withdrawn prior to the expiration of the tender offer (including any extensions). 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.
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.
About Mobileye
Mobileye (NYSE: MBLY) 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.
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
outcome of regulatory reviews of the proposed transaction; 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.