MBLY Mobileye N.V. Ordinary Shares

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO

Tender Offer Statement under Section 14(d)(1) or 13(e)(1)

of the Securities Exchange Act of 1934

(Amendment No. 12)

Mobileye N.V.

(Name of Subject Company (Issuer))

Cyclops Holdings, LLC

(Offeror)

a wholly owned subsidiary of

Intel Corporation

(Ultimate Parent of Offeror)

(Names of Filing Persons (identifying status as offeror, issuer, or other person))

Ordinary shares, nominal value €0.01 per share

(Title of Class of Securities)

N51488117

(CUSIP Number of Class of Securities)

Steven R. Rodgers

Executive Vice President and General Counsel

Intel Corporation

2200 Mission College Blvd.

Santa Clara, California 95054-1549

Telephone: (408) 765-8080

(Name, address, and telephone number of person authorized to receive notices and communications on behalf of filing persons)

with copies to:

CALCULATION OF FILING FEE

Check the appropriate boxes below to designate any transactions to which the statement relates:

Check the following box if the filing is a final amendment reporting the results of the tender offer:  ☐

If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:

This Amendment No. 12 (this “ Amendment ”) amends and supplements the Tender Offer Statement on Schedule TO initially filed with the United States Securities and Exchange Commission on April 5, 2017 (together with any amendments and supplements thereto, the “ Schedule TO ”) in relation to the tender offer by Cyclops Holdings, LLC, a Delaware limited liability company (“ Purchaser ”) and a wholly owned subsidiary of Intel Corporation, a Delaware corporation (“ Intel ”), for all outstanding ordinary shares, nominal value €0.01 per share (the “ Shares ”), of Mobileye N.V., a public limited liability company ( naamloze vennootschap ) organized under the laws of The Netherlands registered with the trade register in The Netherlands under file number 34158597 (“ Mobileye ”), at a price of $63.54 per Share, less any applicable withholding taxes and without interest to the holders thereof, payable in cash, upon the terms and conditions set forth in the offer to purchase dated April 5, 2017 (together with any amendments and supplements thereto, the “ Offer to Purchase ”), a copy of which is attached as Exhibit (a)(1)(A) to the Schedule TO, and in the related letter of transmittal (together with any amendments and supplements thereto, the “ Letter of Transmittal ”), a copy of which is attached as Exhibit (a)(1)(B) to the Schedule TO.

Except as specifically provided herein, the information contained in the Schedule TO, the Offer to Purchase, and the Letter of Transmittal remains unchanged and this Amendment does not modify any of the information previously reported on the Schedule TO. This Amendment should be read in conjunction with the Schedule TO, the Offer to Purchase, and the Letter of Transmittal.

Amendments to the Schedule TO and the Offer to Purchase

Items 1, 4, and 11.

Items 1, 4, and 11 of the Schedule TO are hereby amended and supplemented as follows (capitalized terms used below and not otherwise defined have the meanings ascribed to them in the Offer to Purchase):

The Offer and withdrawal rights expired at 5:00 p.m., New York City time, on August 7, 2017. The Depositary has advised Parent and Purchaser that, as of 5:00 p.m., New York City time, on August 7, 2017, 187,882,291 Shares (excluding 26,424,016 Shares tendered pursuant to guaranteed delivery procedures that have not yet been delivered in settlement or satisfaction of such guarantee), representing approximately 84% of the outstanding Shares, have been validly tendered pursuant to the Offer and not properly withdrawn. All conditions to the Offer having been satisfied, Purchaser has accepted for payment, and expects to promptly pay for, all Shares validly tendered pursuant to the Offer and not properly withdrawn.

Pursuant to the Purchase Agreement and in accordance with Rule 14d-11 promulgated under the Exchange Act, Purchaser has commenced the Subsequent Offering Period. The Subsequent Offering Period will expire at 11:59 p.m., New York City time, on August 10, 2017, unless extended (including for the Minority Exit Offering Period, if any). All Shares validly tendered during the Subsequent Offering Period (as it may be extended by the Minority Exit Offering Period) will be immediately accepted for payment, and tendering holders will thereafter promptly be paid the same Offer Price of $63.54 per Share, in cash, without interest and less applicable withholding taxes or other taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase. The procedures for accepting the Offer and tendering Shares during the Subsequent Offering Period (as it may be extended by the Minority Exit Offering Period) are the same as those applicable to the initial offering period as described in the Offer to Purchase, except that Shares validly tendered during the Subsequent Offering Period (as it may be extended by the Minority Exit Offering Period) may not be withdrawn and the guaranteed delivery procedures may not be used during the Subsequent Offering Period (as it may be extended by the Minority Exit Offering Period).

Intel 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, as well as to adopt the Delisting Amendment, following the expiration of the Subsequent Offering Period (as it may be extended by the Minority Exit Offering Period).

The full text of the press release issued by Intel and Mobileye announcing the completion of the Offer is attached hereto as Exhibit (a)(5)(Q) and is incorporated by reference herein.

Items 1 through 9 and 11 and the Offer to Purchase.

The Offer to Purchase and Items 1 through 9 and 11 of the Schedule TO, to the extent such Items incorporate by reference the information contained in the Offer to Purchase, are hereby amended and supplemented as follows:

(1) The last two sentences of the paragraph under the heading “Notarial Deed Requirement” in Section 3 – “Procedures for Accepting the Offer and Tendering Shares” in the Offer to Purchase are hereby replaced with the following sentence:

Purchaser does not intend to effect the Conversion Amendment until following the expiration of the Subsequent Offering Period.

(2) The following sentence is added to the end of the three paragraphs beginning “In addition, you should be aware” (i) under the heading “If I decide not to tender, how will the Offer affect my Shares and what will happen to Mobileye?” in the Summary Term Sheet in the Offer to Purchase, (ii) under the heading “Purpose of the Offer” in Section 12 – “Purpose of the Offer; Plans for Mobileye” in the Offer to Purchase and (iii) under the heading “Market for the Shares” in Section 13 – “Certain Effects of the Offer” in the Offer to Purchase:

Purchaser does not intend to effect the Delisting Amendment until following the expiration of the Subsequent Offering Period.

Item 12.

Item 12 of the Schedule TO is hereby amended and supplemented by adding the following exhibit:

SIGNATURES

After due inquiry and to the best of their knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: August 8, 2017

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