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. 14)

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)

Steven R. 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. 14 (this “ Amendment ”) amends and supplements the Tender Offer Statement on Schedule TO initially filed with the United States Securities and Exchange Commission (the “ 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.

This Amendment also constitutes Amendment No. 1 to the Schedule 13D (the “ Schedule 13D ”) filed jointly by Intel and Purchaser with the Commission on August 18, 2017 with respect to the Shares.

Amendments to the Schedule TO and the Schedule 13D

Items 1, 4, and 11 of the Schedule TO and Item 5 of the Schedule 13D.

Items 1, 4, and 11 of the Schedule TO and Item 5 of the Schedule 13D are hereby amended and supplemented by adding the following paragraphs at the end thereof (capitalized terms used below and not otherwise defined have the meanings ascribed to them in the Offer to Purchase):

The Subsequent Offering Period expired at 11:59 p.m., New York City time, on August 21, 2017. The Depositary has advised Intel and Purchaser that, as of 11:59 p.m., New York City time, on August 21, 2017, 216,757,856 Shares, representing approximately 97.3% of the outstanding Shares, had been validly tendered pursuant to the Offer and had not been properly withdrawn, including Shares tendered during the initial offering period. Purchaser, in accordance with Rule 14d-11(e) promulgated under the Exchange Act, immediately accepted for payment and has promptly paid for or will promptly pay for all Shares that were validly tendered during the Subsequent Offering Period at the same Offer Consideration of $63.54 per Share, less any applicable withholding taxes and without interest, to the holders thereof, payable in cash and subject to the conditions set forth in the Offer to Purchase and in the related Letter of Transmittal.

The full text of the press release issued by Intel and Mobileye announcing the expiration of the Subsequent Offering Period is attached hereto as Exhibit (a)(5)(R) and is incorporated by reference herein.

Item 12 of the Schedule TO.

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

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: August 22, 2017

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