Market Overview

Intel Extends Cash Tender Offer for All Outstanding Shares of Mobileye

Share:

Intel Corporation (NASDAQ:INTC) today announced that Cyclops Holdings,
LLC, a wholly owned subsidiary of Intel, has extended the offering
period of its previously announced all cash tender offer to purchase all
of the outstanding ordinary shares of Mobileye N.V. (NYSE:MBLY). The
tender offer is being made pursuant to the Purchase Agreement, dated as
of March 12, 2017, by and among Intel, Cyclops and Mobileye (the
"Purchase Agreement"). 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 extended or earlier terminated, in either case pursuant to the
terms of the Purchase Agreement.

American Stock Transfer & Trust Company, LLC, the depositary for the
tender offer, has advised Cyclops 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 percent 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withdrawn and an additional 27,187,778 Mobileye ordinary shares,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 percent of the outstanding Mobileye
ordinary shares, had been tendered pursuant to guaranteed delivery
procedures. The transaction is currently expected to close during the
third quarter of 2017. 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 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shares being validly tendered and not withdrawn prior to the expiration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 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.

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.

View Comments and Join the Discussion!
 
Don't Miss Any Updates!
News Directly in Your Inbox
Subscribe to:
Benzinga Premarket Activity
Get pre-market outlook, mid-day update and after-market roundup emails in your inbox.
Market in 5 Minutes
Everything you need to know about the market - quick & easy.
Fintech Focus
A daily collection of all things fintech, interesting developments and market updates.
Thank You

Thank you for subscribing! If you have any questions feel free to call us at 1-877-440-ZING or email us at vipaccounts@benzinga.com