JERUSALEM, July 31, 2017 /PRNewswire/ -- (NYSE: MBLY) –
Mobileye N.V. ("Mobileye" or the "Company"), the global leader in
Advanced Driver Assistance Systems and autonomous driving
technologies, today announced that the previously announced all
cash tender offer by Cyclops Holdings, LLC ("Cyclops"), a wholly
owned subsidiary of Intel Corporation ("Intel"), to purchase all of
the outstanding ordinary shares of Mobileye, has been
extended. The tender offer is now scheduled to expire at
5:00 p.m., New York City time, on August 11, 2017, unless the tender offer is
further extended or earlier terminated, in either case, pursuant to
the terms of the Purchase Agreement, dated as of March 12,
2017, by and among Mobileye, Intel and Cyclops (the "Purchase
Agreement").
American Stock Transfer & Trust Company, LLC, the depositary
for the tender offer, has advised the Company that as of
5:00 p.m., New York City time, on July 28, 2017, the previously scheduled
expiration time, 175,088,921 Mobileye ordinary shares (excluding
Mobileye ordinary shares tendered pursuant to guaranteed delivery
procedures), representing approximately 78.63% of the outstanding
Mobileye ordinary shares, had been validly tendered pursuant to the
tender offer and not properly withdrawn and an additional
27,187,778 Mobileye ordinary shares, representing
approximately 12.21% of the outstanding Mobileye ordinary shares,
had been tendered pursuant to guaranteed delivery procedures.
Mobileye shareholders who have already tendered 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. The transaction is currently
expected to close during the third quarter of 2017.
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 approval
from the Korean Fair Trade Commission and at least 67 percent of
Mobileye's outstanding shares being validly tendered and not
withdrawn prior to the expiration of the tender offer (including
any further 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.
About Mobileye
Mobileye N.V. 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. The Company'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. The Company'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. The Company'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. The Company's products are or will be integrated into car
models from more than 25 global automakers. The Company'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 press release contains certain forward-looking
statements. Words such as "believes," "intends," "expects,"
"projects," "anticipates," and "future" or similar expressions are
intended to identify forward-looking statements. These
statements are only predictions based on the Company's current
expectations and projections about future events. You should
not place undue reliance on these statements. Many factors
may cause actual results to differ materially from any
forward-looking statement, including the risk factors and other
matters set forth in the Company's filings with the SEC, including
its Annual Report on Form 20-F for the year ended December 31, 2016. The Company does not
undertake any obligation to update or revise any forward-looking
statement, whether as a result of new information, future events or
otherwise, except as may be required by law.
Company Contact:
Dan Galves
CCO / SVP
dan.galves@mobileye.com
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SOURCE Mobileye N.V.