JERUSALEM, June 22, 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 July 20, 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 June 21, 2017, the previously scheduled
expiration time, 112,004,732 Mobileye ordinary shares (excluding
Mobileye ordinary shares tendered pursuant to guaranteed delivery
procedures), representing approximately 50.31% of the outstanding
Mobileye ordinary shares, have been validly tendered pursuant to
the tender offer and not properly withdrawn and an additional
17,270,830 Mobileye ordinary shares, representing
approximately 7.76% of the outstanding Mobileye ordinary shares,
have 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.
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% of Mobileye's outstanding
shares (as such threshold may be lowered pursuant to the Purchase
Agreement) being validly tendered and not withdrawn prior to the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
To view the original version on PR Newswire,
visit:http://www.prnewswire.com/news-releases/mobileye-announces-extension-of-cash-tender-offer-300478049.html
SOURCE Mobileye N.V.
