MBLY Mobileye N.V. Ordinary Shares

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO

Tender Offer Statement under Section 14(d)(1) or 13(e)(1)

of the Securities Exchange Act of 1934

(Amendment No. 7)

Mobileye N.V.

(Name of Subject Company (Issuer))

Cyclops Holdings, LLC

(Offeror)

a wholly owned subsidiary of

Intel Corporation

(Ultimate Parent of Offeror)

(Names of Filing Persons (identifying status as offeror, issuer, or other person))

Ordinary shares, nominal value €0.01 per share

(Title of Class of Securities)

N51488117

(CUSIP Number of Class of Securities)

Steve Rodgers

Executive Vice President and General Counsel

Intel Corporation

2200 Mission College Blvd.

Santa Clara, California 95054-1549

Telephone: (408) 765-8080

(Name, address, and telephone number of person authorized to receive notices and communications on behalf of filing persons)

with copies to:

CALCULATION OF FILING FEE

Check the appropriate boxes below to designate any transactions to which the statement relates:

Check the following box if the filing is a final amendment reporting the results of the tender offer:  ☐

If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:

This Amendment No. 7 (this “ Amendment ”) amends and supplements the Tender Offer Statement on Schedule TO initially filed with the United States Securities and Exchange Commission on April 5, 2017 (together with any amendments and supplements thereto, the “ Schedule TO ”) in relation to the tender offer by Cyclops Holdings, LLC, a Delaware limited liability company (“ Purchaser ”) and a wholly owned subsidiary of Intel Corporation, a Delaware corporation (“ Intel ”), for all outstanding ordinary shares, nominal value €0.01 per share (the “ Shares ”), of Mobileye N.V., a public limited liability company ( naamloze vennootschap ) organized under the laws of The Netherlands registered with the trade register in The Netherlands under file number 34158597 (“ Mobileye ”), at a price of $63.54 per Share, less any applicable withholding taxes and without interest to the holders thereof, payable in cash, upon the terms and conditions set forth in the offer to purchase dated April 5, 2017 (together with any amendments and supplements thereto, the “ Offer to Purchase ”), a copy of which is attached as Exhibit (a)(1)(A) to the Schedule TO, and in the related letter of transmittal (together with any amendments and supplements thereto, the “ Letter of Transmittal ”), a copy of which is attached as Exhibit (a)(1)(B) to the Schedule TO.

Except as specifically provided herein, the information contained in the Schedule TO, the Offer to Purchase, and the Letter of Transmittal remains unchanged and this Amendment does not modify any of the information previously reported on the Schedule TO. This Amendment should be read in conjunction with the Schedule TO, the Offer to Purchase, and the Letter of Transmittal.

Amendments to the Schedule TO

Items 1, 4, and 11.  Summary Term Sheet; Terms of the Transaction; and Additional Information.

Items 1, 4, and 11 of the Schedule TO are hereby amended and supplemented by adding the following text thereto:

On June 22, 2017, Intel announced an extension of the expiration of the Offer to 5:00 p.m., New York City time, on July 20, 2017, unless the Offer is further extended or earlier terminated in accordance with the Purchase Agreement. The Offer was previously scheduled to expire at 5:00 p.m., New York City time, on June 21, 2017.

The Depositary has advised Intel and Cyclops that, as of 5:00 p.m., New York City time, on June 21, 2017, 112,004,732 Shares (excluding Shares tendered pursuant to guaranteed delivery procedures), representing approximately 50.31% of the outstanding Shares, have been validly tendered pursuant to the Offer and not properly withdrawn and an additional 17,270,830 Shares, representing approximately 7.76% of the outstanding Shares, have been tendered pursuant to guaranteed delivery procedures.

The full text of the press release issued by Intel announcing the extension of the Offer is attached hereto as Exhibit (a)(5)(L) and is incorporated by reference herein.

Item 12. Exhibits.

Item 12 of the Schedule TO is hereby amended and supplemented by adding the following exhibit:

Amendments to the Offer to Purchase and the Other Exhibits to the Schedule TO

All references to “5:00 p.m., New York City time, on June 21, 2017” in the Offer to Purchase (Exhibit (a)(1)(A) to the Schedule TO), Form of Letter of Transmittal (Exhibit (a)(1)(B) to the Schedule TO), Form of Notice of Guaranteed Delivery (Exhibit (a)(1)(C) to the Schedule TO), Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies, and Other Nominees (Exhibit (a)(1)(D) to the Schedule TO), and Form of Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies, and Other Nominees (Exhibit (a)(1)(E) to the Schedule TO) are hereby amended and replaced with “5:00 p.m., New York City time, on July 20, 2017”. The Offer to Purchase and Items 1 through 9 and 11 of the Schedule TO, to the extent such Items incorporate by reference the information contained in any of the foregoing exhibits, are hereby amended and supplemented to reflect the same.

SIGNATURES

After due inquiry and to the best of their knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: June 22, 2017

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