Intel Announces Receipt of Israel Tax Authority Ruling for Mobileye Asset Sale & Further Extension of Cash Tender Offer for A...
July 14 2017 - 7:30AM
Business Wire
Intel Corporation (NASDAQ:INTC) 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 N.V. (“Mobileye”) by Intel. The tender offer is
being made pursuant to the Purchase Agreement, dated as of March
12, 2017, by and among Intel, Cyclops Holdings, Inc., a wholly
owned subsidiary of Intel that was later converted to Cyclops
Holdings, LLC (“Cyclops”), and Mobileye (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must be validly tendered and not withdrawn prior to the expiration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, Intel also announced that Intel
and Mobileye 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withdrawn their ordinary shares of Mobileye do not have to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.
As promptly as practicable following the Expiration Time and
during the subsequent 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 (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.
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 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.
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version on businesswire.com: http://www.businesswire.com/news/home/20170714005088/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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