Intel Announces Approval Under Israel Restrictive Trade Practices Law for Proposed Acquisition of Mobileye
14 Junho 2017 - 5:30PM
Business Wire
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withdrawn prior to the expiration of the tender offer (including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.
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: http://www.businesswire.com/news/home/20170614006146/en/
IntelCara Walker, 503-696-0831Intel Media
Relationscara.walker@intel.comorMark Henninger, 408-653-9944Intel
Investor RelationsMark.h.henninger@intel.comorfor MobileyeAlexis
Blais, 203-682-8270Mobileye Media
RelationsMobileyepr@icrinc.comorDan Galves, 718-799-9125Mobileye
Investor RelationsDan.galves@mobileye.com
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