Intel Commences Compulsory Acquisition for Remaining Mobileye Shares

2 Oct

Intel Corporation and Mobileye B.V. announced the commencement of the compulsory acquisition for all remaining outstanding shares of Mobileye and that a writ of summons was served on the relevant parties on September 28, 2017. Mobileye B.V., previously Mobileye N.V., was converted from a public limited liability company (naamloze vennootschap) to a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) under Dutch law on September 1, 2017.

As further described in the Offer to Purchase (as amended and supplemented) and related materials filed with the U.S. Securities and Exchange Commission (the SEC) in connection with the previously announced and completed tender offer for all outstanding shares of Mobileye by Intel, and as provided by Dutch law, the compulsory acquisition is a statutory proceeding before the Enterprise Chamber (Ondernemingskamer) of the Amsterdam Court of Appeals (Gerechtshof Amsterdam) for the compulsory acquisition (uitkoopprocedure) of shares that were not validly tendered. In such a proceeding, the Enterprise Chamber will determine a cash price to be paid for such shares, which Intel has requested be equal to the tender offer consideration of $63.54 per share in cash, less applicable withholding. In order to provide Mobileye shareholders with an indication of the potential timing for a determination by the Enterprise Chamber, and while not dispositive for the pending Intel/Mobileye proceeding, Intel and Mobileye note that the Enterprise Chamber has, in certain precedent transactions, made its determination within six to twelve months following the date of service of the relevant writ of summons.

Intel anticipates that Mobileye shareholders who failed to tender during the tender offer or who did not otherwise sell their interest in Mobileye shares to Cyclops Holdings, LLC, a wholly owned subsidiary of Intel, will be able to receive consideration following the completion of the Enterprise Chamber compulsory acquisition proceeding, subject to the determination of the Enterprise Chamber. As described in the Offer to Purchase, Intel anticipates that any payments to Mobileye shareholders following the completion of the Enterprise Chamber compulsory acquisition proceeding would be subject to withholding taxes in the same manner as if such Mobileye shares had been tendered in the tender offer (including the requirement to complete Israeli withholding tax forms). In particular, Intel anticipates that the withholding tax ruling from the Israeli Tax Authority will continue to apply during the compulsory acquisition proceeding and that any payment for Mobileye shares following the completion of the Enterprise Chamber compulsory acquisition proceeding will be subject to the completion and delivery of a Declaration of Status for Israeli Income Tax Purposes in the same or similar form as was required for shares tendered in the tender offer.

Intel anticipates that, following the judgment of the Enterprise Chamber, Mobileye shareholders will be given the opportunity to voluntarily adhere to the judgment of the Enterprise Chamber by transferring their shares in Mobileye to Cyclops. At such time, Mobileye shareholders may contact their bank, broker or other financial intermediary for assistance with transferring their shares in Mobileye to Cyclops. Please note that, during this voluntary period, transferring Mobileye shares to Cyclops may require a Dutch notarial deed between the relevant beneficial owner of shares held in book-entry form through the facilities of DTC, as seller, and the nominee of DTC (typically Cede & Co.) in whose name such shares are registered in Mobileye’s shareholders register, as transferor, and Cyclops, as transferee. A Dutch notarial deed for the transfer of Mobileye shares to Cyclops during this voluntary period is required under Dutch law and may cause the process for transferring Mobileye shares to Cyclops during this voluntary period to be expensive, cumbersome and time-consuming. For example, each party may be required to provide a power of attorney, legalized and apostilled, and know-your-customer information, each to the satisfaction of the Dutch notary, and fees for execution of each such Dutch notarial deed by a Dutch notary can be expected to be between EUR 2,000 and EUR 5,000. Please note that these Dutch notarial deed requirements should not apply after this voluntary period has concluded.

Following the conclusion of such voluntary period, Intel will enforce the judgment of the Enterprise Chamber against the remaining shareholders of Mobileye and pay the aggregate price determined by the Enterprise Chamber for the remaining shares in Mobileye to the consignment office of the Dutch Ministry of Finance. Upon such payment to the consignment office, ownership of all Mobileye shares that have not previously been transferred to Cyclops will be transferred to Cyclops by operation of law, and the former holders of such shares will then only be entitled to receive payment of the price determined by the Enterprise Chamber for each share held as of the end of the voluntary period from the consignment office of the Dutch Ministry of Finance. At such time, former Mobileye shareholders may contact their bank, broker or other financial intermediary to obtain information on how to receive payment, subject to withholding, from the consignment office of the Dutch Ministry of Finance, including how to provide a Declaration of Status for Israeli Income Tax Purposes, as noted above.

As a result of the commencement of the compulsory acquisition, Intel and Mobileye do not anticipate utilizing the previously announced tax ruling issued by the Israel Tax Authority regarding the tax treatment of the potential asset sale, liquidation and second step distribution that were previously described in the materials filed with the SEC in connection with the tender offer.

To the extent that they have any questions regarding this process, Mobileye shareholders and brokers are invited to contact D.F. King & Co., Inc., the information agent for the compulsory acquisition process, at:

D.F. King & Co., Inc.
48 Wall Street, 22nd Floor
New York, New York 10005
Stockholders may call toll free: (800) 966-9021
Banks and Brokers may call collect: (212) 269-5550
Email: mobileye@dfking.com

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.