JERUSALEM,
June 13, 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 the results of its 2017 annual
general meeting of its shareholders (the "AGM"). During the
AGM, held today, the Company obtained shareholder approval for all
items proposed for approval at the AGM, including all items
relating to the previously disclosed all cash tender offer (the
"Offer") by Cyclops Holdings, LLC ("Cyclops"), a wholly-owned
subsidiary of Intel Corporation ("Intel"), to acquire all of the
outstanding shares of the Company, including approval of certain
post-Offer closing restructurings as previously announced in the
agenda for the AGM, certain amendments to the articles of
association of the Company to become effective after the closing of
the Offer and the election of new directors associated with Intel
effective as of the Offer closing. In addition, a number of other
matters were approved at the AGM relating to the adoption of the
Company's Dutch statutory annual accounts, the re-election of
certain incumbent directors of the Company (who will resign after
the Offer closing) and the appointment of PricewaterhouseCoopers
N.V. to serve as the Company's independent public accountants for
the current year. All of the above items are described in
greater detail in the AGM agenda disclosed previously by the
Company and available on the Company's website
(http://ir.mobileye.com/investor-relations/AGM/default.aspx).
All items proposed were adopted at the AGM with percentages ranging
from 96% to 99% of the votes cast in favor of the
proposals.
On March 12, 2017, Cyclops
commenced the Offer to acquire all outstanding ordinary shares of
the Company at a purchase price of $63.54 per share, less any applicable withholding
taxes and without interest to the holders thereof, payable in
cash. The Offer is being made pursuant to the Purchase
Agreement, dated March 12, 2017, by
and among Cyclops, Intel and the Company (the "Purchase
Agreement"). The Offer is scheduled to expire on June 21, 2017, unless extended pursuant to the
terms of the Purchase Agreement. Complete terms and
conditions of the Offer are described in the Offer statement on
Schedule TO, which includes the Offer to Purchase and related
Letter of Transmittal, that was filed by Intel with the U.S.
Securities and Exchange Commission on April
5, 2017, as amended (the "Schedule TO").
Obtaining the Company shareholders' approval of certain of
the items submitted to a vote at the AGM satisfies a condition to
the closing of the Offer.
Completion of the Offer remains subject to certain other
conditions, including that at least 95% of the Company's
outstanding shares (as such threshold may be lowered pursuant to
the Purchase Agreement) be validly tendered and not withdrawn prior
to the expiration of the Offer (including any extensions) and the
receipt of regulatory approvals in certain jurisdictions as
described in the Schedule TO. The Offer will continue to be
extended until all conditions are satisfied or waived, or until the
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 14-D 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 U.S. Securities
and Exchange Commission, 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.