Acquisition Expected to Accelerate the Future
of Autonomous Driving
Intel Corporation (NASDAQ:INTC) and Mobileye N.V. (NYSE:MBLY)
today announced the completion of Intel’s tender offer for
outstanding ordinary shares of Mobileye, a 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 acquisition is expected to accelerate
innovation for the automotive industry and positions Intel as a
leading technology provider in the fast-growing market for highly
and fully autonomous vehicles.
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The combination of Intel and Mobileye will allow Mobileye’s
leading computer vision expertise (the “eyes”) to complement
Intel’s high-performance computing and connectivity expertise (the
“brains”) to create automated driving solutions from cloud to car.
Intel estimates the vehicle systems, data and services market
opportunity to be up to $70 billion by 2030.
“With Mobileye, Intel emerges as a leader in creating the
technology foundation that the automotive industry needs for an
autonomous future,” said Intel CEO Brian Krzanich. “It’s an
exciting engineering challenge and a huge growth opportunity for
Intel. Even more exciting is the potential for autonomous cars to
transform industries, improve society and save millions of
lives.”
Intel’s Automated Driving Group (ADG) will combine its
operations with Mobileye, an Intel Company. The combined Mobileye
organization will lead Intel’s autonomous driving efforts, and will
have the full support of Intel resources and technology to define
and deliver cloud-to-car solutions for the automotive market
segment. Mobileye will remain headquartered in Israel and led by
Prof. Amnon Shashua who will serve as Intel senior vice president
and Mobileye CEO and chief technology officer. In addition, Ziv
Aviram, Mobileye co-founder, president and CEO, is retiring from
the company, effective immediately.
“Leading in autonomous driving technology requires a combination
of innovative proprietary software products and versatile
open-system hardware platforms that enable customers and partners
to customize solutions,” said Prof. Amnon Shashua. “For the first
time, the auto industry has a single partner with deep expertise
and a cultural legacy in both areas. Mobileye is very excited to
begin this new chapter.”
Mobileye will support and build on both companies’ existing
technology and customer relationships with automakers, tier-1
suppliers and semiconductor partners to develop advanced driving
assist, highly autonomous and fully autonomous driving
programs.
Further Transaction Details and Timing
Today, Intel is acquiring approximately 84 percent of Mobileye’s
outstanding ordinary shares.
The initial offering period for the tender offer and withdrawal
rights expired at 5 p.m., New York City time, on Aug. 7, 2017 (the
“Expiration Time”). Based on information provided by the American
Stock Transfer & Trust Co., LLC, the depositary for the tender
offer, a total of 187,882,291 Mobileye ordinary shares
(excluding Mobileye ordinary shares tendered pursuant to guaranteed
delivery procedures), representing approximately 84 percent of
the outstanding Mobileye ordinary shares, had been validly tendered
and had not been validly withdrawn as of the expiration of the
initial offering period (excluding 26,424,016 ordinary shares,
representing approximately 12 percent of the aggregate number
of ordinary shares outstanding, tendered pursuant to guaranteed
delivery procedures that have not yet been delivered in settlement
or satisfaction of such guarantee). Cyclops Holdings, LLC
(“Cyclops”), a wholly owned subsidiary of Intel, has accepted for
payment all shares that were validly tendered and were not properly
withdrawn from the offer, and payment for such shares will be made
promptly in accordance with the terms of the offer.
Intel and Mobileye also announced today the commencement of a
subsequent offering period scheduled to expire at 11:59 p.m., New
York City time, on Aug. 21, 2017, as it may be further extended to
provide for a minority exit offering period of at least
5 business days to provide Mobileye shareholders who have not
yet tendered their shares the opportunity to do so (under certain
circumstances as more fully described in the tender offer statement
on Schedule TO filed by Cyclops with the U.S. Securities and
Exchange Commission (the “SEC”) on April 5, 2017 (as amended and
supplemented, the “Schedule TO”). All ordinary shares validly
tendered during the subsequent offering period will be immediately
accepted for payment, and tendering holders will thereafter
promptly be paid the same form and amount of offer consideration as
in the initial offering period. The procedures for tendering shares
during the subsequent offering period are the same as those
applicable to the initial offering period, except that (i) the
guaranteed delivery procedures may not be used during the
subsequent offering period and (ii) no withdrawal rights will
apply to shares tendered during the subsequent offering period.
Mobileye plans to delist its ordinary shares from the New York
Stock Exchange (the “NYSE”) as promptly as practicable. Mobileye
also intends to deregister its shares under the
U.S. Securities Exchange Act of 1934 (as amended, the
“Exchange Act”) and to suspend its reporting obligations under the
Exchange Act, but will only be eligible to do so upon satisfaction
of the applicable requirements for deregistration.
Mobileye has submitted written notice to the NYSE of its intent
to voluntarily delist its shares from the NYSE in connection with
the tender offer. Mobileye intends to file a Form 25, Notification
of Removal from Listing and/or Registration under
Section 12(b) of the Exchange Act, with the SEC on Aug. 21,
2017, to notify the SEC of the delisting of its ordinary shares
from the NYSE. Delisting from the NYSE is expected to become
effective 10 days after the filing date of the Form 25.
Following delisting from the NYSE, Mobileye ordinary shares will
not be listed or registered on another national securities
exchange. Delisting is likely to reduce significantly the liquidity
and marketability of any Mobileye ordinary shares that have not
been tendered pursuant to the tender offer.
Media Conference Call
Intel and Mobileye management will hold a media conference call
today at 7 a.m. PT (10 a.m. ET) to discuss the transaction. The
live call can be found at
http://intelandmobileye.transactionannouncement.com. The live call
can also be accessed in the United States at 1-866-547-1509 and
outside the United States at
+1-920-663-6208 with the passcode 63678747. A replay will also
be available at
http://intelandmobileye.transactionannouncement.com.
About Intel
Intel 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 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. 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 uncertainty of regulatory approvals; risks and
uncertainties related to Mobileye’s delisting from the NYSE and
suspension of Mobileye’s reporting obligations under the Exchange
Act; the ability of the parties to consummate the transactions and
their plans described in this press release 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/20170808005546/en/
Intel Media RelationsCara Walker,
503-696-0831cara.walker@intel.comorIntel Investor RelationsTushar
Jain, 1-408-653-9488tushar.jain@intel.comorMobileye Media
RelationsAlexis Blais, 203-682-8270mobileyepr@icrinc.comorMobileye
Investor RelationsDan Galves,
917-960-1525dan.galves@mobileye.com
MOBILEYE N.V. (NYSE:MBLY)
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