TomTom Extends Recommended Cash Offer for Tele Atlas
EUROPEAN COMMISSION TO ANNOUNCE COMMENCEMENT OF A SECOND PHASE REVIEW
TOMTOM EXTENDS THE ACCEPTANCE PERIOD FOR RECOMMENDED CASH OFFER FOR ALL THE SHARES OF TELE ATLAS N.V. UNTIL 31 MARCH 2008 AT 15.00 HOURS
With reference to the press release of 18 November 2007, TomTom N.V. ("TomTom" or the “Offeror”) and Tele Atlas N.V. ("Tele Atlas") hereby jointly announce that the European Commission has decided to initiate second phase review allowing the Commission to carry out an in-depth examination of the transaction and its market impact.
The standard duration of a second phase proceeding is 90 working days, which can be extended to 125 working days. However, the Commission is not required to take this full period to reach a decision and it cannot be said with certainty at this stage how long the second phase examination will last. In light of Commission procedures, the parties estimate they may have reasonable insight about the likely outcome of the second phase review towards the end of the first quarter of 2008.
As a consequence of the commencement of the second phase
procedure, TomTom has extended the acceptance period for the
recommended public cash offer of EUR 30 cash per share for all of
the issued and outstanding ordinary shares with a nominal value of
EUR 0.10 each (the "Shares"; holders of such
Shares being referred to as
“Shareholders”) in the capital of Tele
Atlas (the "Offer"). Pursuant to the Offer
Memorandum, the Offeror may extend the Offer past the (initial or
extended) Acceptance Closing Date one or more times in the event
that one or more of the offer conditions as set out in section 6.2
of the Offer Memorandum (the "Offer Conditions")
is not fulfilled or waived. Pursuant to section 6.2(b) of the Offer
Memorandum, obtaining clearance from the European Commission is one
of the Offer Conditions.
Acceptance Period
The Acceptance Period under the Offer which began at 9:00 hours,
Amsterdam time (3:00) hours, New York time), on 19 November 2007
will now end at 15:00 hours, Amsterdam time (9:00 hours, New York
time), on 31 March 2008, unless further extended (the "New
Acceptance Closing Date"). Acceptance under the Offer must
be made in the manner specified in the Offer Memorandum.
Shares tendered on or prior to the New Acceptance Closing Date may not be withdrawn, subject to the right of withdrawal of any tender during any further extension of the Acceptance Period in accordance with the provisions of article 9o, paragraph 5 of the Securities Markets Supervision Decree 1995 (Besluit toezicht effectenverkeer 1995, "Bte 1995") and subject to the withdrawal right described herein under the heading "Shares already tendered".
Acceptance by Shareholders
Shareholders who hold their Shares through an Admitted Institution
are requested to make their acceptance known via their bank or
stockbroker no later than 15:00 hours, Amsterdam time (9:00 hours,
New York time) on 31 March 2008, unless the Acceptance Period is
further extended.
Shares already tendered
Each Shareholder has the right to withdraw the Shares he or she has
tendered on or prior to this announcement in accordance with the
provisions of Section 9o paragraph 5 of the Bte 1995. Any Shares
tendered on or prior to this announcement and not withdrawn will
remain subject to the Offer. Shares tendered during the extended
acceptance period may not be withdrawn, subject to the right of
each Shareholder to withdraw the Shares he or she has already
tendered during any further extension of the Offer, in accordance
with Section 9o paragraph 5 of the Bte 1995.
Further extension
The Offeror may extend the Offer past the New Acceptance Closing
Date one or more times as set out in the Offer Memorandum in the
event that one or more of the Offer Conditions is not fulfilled or
waived. If the Offer is further extended, a public announcement to
that effect shall be made not later than 15:00 hours, Amsterdam
time (9:00 hours, New York time) on the third Business Day
following the New Acceptance Closing Date in accordance with the
provisions of article 9o, paragraph 5 of the Bte 1995. During such
extension of the Acceptance Period, any Shares previously tendered
and not withdrawn will remain subject to the Offer.
Purchases outside the Offer
To the extent permitted by applicable law, in accordance with
normal Dutch practice and pursuant to exemptive relief granted by
the Staff of the Division of Market Regulation of the SEC (the
"Staff") from Rule 14e-5 of the US Securities Exchange Act of 1934
("Rule 14e-5"), the Offeror or its nominees or
brokers (acting as agents) may from time to time make certain
purchases of, or arrangements to purchase, Shares otherwise than
under the Offer, such as in open market or privately negotiated
purchases outside the United States during the period in which the
Offer remains open for acceptance. In addition, in accordance with
Dutch law and with exemptive relief granted by the Staff from Rule
14e-5, Goldman Sachs and ABN AMRO, serving as financial advisors to
the Offeror, or their respective affiliates and separately
identifiable departments may make purchases of, or arrangements to
purchase, Shares outside of the Offer or engage in trading
activities involving Shares and various related derivative
transactions in the normal and ordinary course of their business.
In accordance with the requirements of Rule 14e-5 and exemptive
relief granted by the SEC, any such transactions outside of the
Offer must comply with Dutch law. Any information about purchases
by the Offeror will be notified forthwith (onverwijld) to the Dutch
Authority for the Financial Markets. In accordance with applicable
Dutch law, only in certain instances will purchases, or
arrangements to purchase, of Shares outside the Offer be publicly
disclosed and such public disclosure will be available on the
website of The Netherlands Authority for the Financial Markets
(Stichting Autoriteit Financiële Markten)
(www.afm.nl). Information
regarding transactions in the Shares will also be publicly
disclosed in the United States to the extent that such information
is made public in The Netherlands.
Offer Memorandum and further information
Shareholders are advised to review the Offer Memorandum in detail
and to seek independent advice where appropriate in order to reach
a reasoned judgment in respect of the content of the Offer
Memorandum and the Offer itself. The information in this
announcement is not complete and additional information is
contained in the Offer Memorandum.
Copies of the Offer Memorandum are available on the website of TomTom (www.tomtom.com) or Tele Atlas (www.teleatlas.com). TomTom’s and Tele Atlas' website do not constitute a part of, and are not incorporated by reference into the Offer Memorandum. Copies of the Offer Memorandum are furthermore available free of charge at the offices of TomTom and Tele Atlas and the exchange agent and the information agent at the addresses mentioned below.
Copies of Tele Atlas' articles of association and the financial information of Tele Atlas relating to the annual financial statements (jaarrekening) of Tele Atlas for the financial year 2006 ended on 31 December 2006, the financial year 2005 ended on 31 December 2005 and the financial year 2004 ended on 31 December 2004, which documents are incorporated by reference in, and form an integral part of, the Offer Memorandum, are available free of charge at the offices of Tele Atlas and the Exchange Agent and can be obtained by contacting them at the addresses stated below.
Addresses
TomTom
N.V.
Rembrandtplein
35
1017 CT
Amsterdam
The Netherlands
Tele Atlas
N.V.
Reitscheweg 7F
5232 BX
's-Hertogenbosch
The Netherlands
The Exchange Agent
ABN AMRO Bank N.V.
AS Exchange Agency MF 2020
Kemelstede 2
4817
ST Breda
The
Netherlands
Tel: +31 76579 9455
Fax: +31 76579 9643
Email:
Servicedesk.beleggen@nl.abnamro.com
P.O. Box 3200
4800 DE Breda
The Netherlands
The information agent
D.F. King & Co., Inc.
2 London Wall Buildings,
2nd Floor
London Wall, London EC2M 5PP
European Toll Free Help Line: 00 800 5464 5464
48 Wall Street, 22nd Floor
New York, NY 10005
North America Toll Free Help Line: 1 (800) 431 9642
Restrictions
The Offer is not being made, and the Shares will not be accepted
for purchase from or on behalf of any Shareholder, in any
jurisdiction in which the making or acceptance thereof would not be
in compliance with the securities or other laws or regulations of
such jurisdiction or would require any registration, approval or
filing with any regulatory authority not expressly contemplated by
the terms of the Offer Memorandum. Persons obtaining the Offer
Memorandum are required to take due note and observe all such
restrictions and obtain any necessary authorisations, approvals or
consents. Neither the Offeror, nor Tele Atlas, nor any of their
advisers accepts any liability for any violation by any person of
any such restriction. Any person (including, without limitation,
custodians, nominees and trustees) who would or otherwise intend to
forward the Offer Memorandum or any related document to any
jurisdiction outside The Netherlands should carefully read Section
1 (Restrictions and Important Information) of the Offer Memorandum
before taking any action. The distribution of the Offer Memorandum
in jurisdictions other than The Netherlands may be restricted by
law and therefore persons into whose possession the Offer
Memorandum comes should inform themselves about and observe such
restrictions. Any failure to comply with any such restrictions may
constitute a violation of the law of any such jurisdiction.