TomTom NV recommended cash offer for Tele Atlas NV - US competition waiting period terminated without second request
TomTom and Tele Atlas were advised on October 15, 2007 that the initial 15-day waiting period pursuant to the Hart Scott Rodino Antitrust Improvements Act (as amended) for TomTom's proposed acquisition of Tele Atlas was terminated early without the issuance of a request for additional information or documentary material.
Following referral by the national competition authorities in the relevant EU member states to the European Commission as announced on 24 September 2007, the parties are currently preparing the official filing with the European Commission which they anticipate will be formally made in the near future in accordance with the anticipated time table.
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 this 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.
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, serving as financial advisor to the Offeror, or its
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
<http://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.