Intel Completes Subsequent Offering Period of Tender Offer for Mobileye
2017年8月22日 - 9:30PM
ビジネスワイヤ(英語)
Mobileye Files to Delist from the NYSE
Intel Corporation (NASDAQ: INTC) and Mobileye N.V. (NYSE: MBLY)
today announced the expiration of the subsequent offering period of
Intel’s previously announced tender offer to purchase all of the
outstanding ordinary shares of Mobileye.
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The subsequent offering period expired at 11:59 p.m., New York
City time, on August 21, 2017. Based on information provided
by the American Stock Transfer & Trust Company, LLC, the
depositary for the tender offer, a total of
216,757,856 Mobileye ordinary shares (including Mobileye
ordinary shares tendered during the initial offering period),
representing approximately 97.3% of the outstanding Mobileye
ordinary shares, had been validly tendered and had not been validly
withdrawn as of 11:59 p.m., New York City time, on August 21, 2017.
Intel immediately accepted for payment and has promptly paid (or
will promptly pay) for all ordinary shares that were validly
tendered during the subsequent offering period in the same form and
amount as the offer consideration paid in the initial offering
period.
On August 21, 2017, Mobileye filed a Form 25, Notification of
Removal from Listing and/or Registration under Section 12(b) of the
U.S. Securities Exchange Act of 1934 (as amended, the “Exchange
Act”) with the U.S. Securities and Exchange Commission (the “SEC”)
to notify the SEC of the delisting of Mobileye’s ordinary shares
from the New York Stock Exchange (the “NYSE”). Delisting from the
NYSE is expected to become effective 10 days after the filing
date of the Form 25 on August 31, 2017. 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. Mobileye also intends to deregister its ordinary
shares under the Exchange Act and to suspend its reporting
obligations under the Exchange Act upon satisfaction of the
applicable requirements for deregistration.
Intel plans to initiate a statutory proceeding before the
Enterprise Chamber (Ondernemingskamer) of the Amsterdam Court of
Appeals (Gerechtshof Amsterdam) for the compulsory acquisition
(uitkoopprocedure) of non-tendered shares as provided by Dutch law
in accordance with Section 2:92a or Section 2:201a of the Dutch
Civil Code. In such a proceeding, the Enterprise Chamber will
determine a cash price to be paid for such shares (which may be
greater, equal to or less than the offer consideration), which
Intel will request be equal to the offer consideration.
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, an Intel Company
Mobileye, an Intel Company, 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.
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/20170822005416/en/
Intel Media RelationsCara Walker,
503-696-0831cara.walker@intel.comorIntel Investor RelationsMark
Henninger, 408-653-9944mark.h.henninger@intel.comorMobileye Media
RelationsAlexis Blais, 203-682-8270mobileyepr@icrinc.comorMobileye
Investor RelationsDan Galves,
917-960-1525dan.galves@mobileye.com
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