TomTom receives unconditional clearance from EC to acquire Tele Atlas
The combination will create new technologies for interactive map creation, enrichment and maintenance. TomTom Map Share™ enables TomTom’s installed base of nearly 20 million to contribute to digital map creation and maintenance. TomTom IQ Routes™ adds to the map routing information based on the actual speeds driven on roads, which may differ for the time of the day, day of the week, or season in the year. TomTom HD Traffic™ real time information can be overlaid on map data to further enhance the quality of routing and traffic information.
Additional incremental data from TomTom will allow Tele Atlas to introduce new features such as more frequent map updates. Superior, cost efficiently created content will enable Tele Atlas to further strengthen its market position in the rapidly growing worldwide market for digital maps and to grow its addressable market by investing cost synergies in increasing global coverage.
The end result - better maps produced more efficiently and updated more frequently – will benefit all current and future customers of Tele Atlas. Tele Atlas customers’ relationship with the company will remain exactly the same. All Tele Atlas customers, including TomTom, will have access to the same higher quality maps, at the same time and will pay a comparable price. Customers’ confidentiality will be safeguarded and will never be at risk.
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 end at 15:00 hours,
Amsterdam time (9:00 hours, New York time), on 30 May 2008 (the
"Current Acceptance Closing Date"). Acceptance
under the Offer must be made in the manner specified in the offer
memorandum dated 18 November 2007 (the "Offer
Memorandum").
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 30 May 2008, unless the acceptance period is
further extended.
Declaring the Offer Unconditional
The
Offer remains subject to the fulfillment of the offer conditions as
set out in paragraph 6.2 of the Offer Memorandum (the
"Offer Conditions"), including but not limited to
the condition that on the Current Acceptance Closing Date the
number of Shares that is tendered for acceptance under the Offer,
together with the Shares that are held at that time by the Offeror,
represent at least 80% of all issued and outstanding Shares. The
Offeror, or the Offeror and Tele Atlas jointly, as the case may be,
reserve the right to waive certain Offer Conditions.
The Offeror will determine within five business days following the Current Acceptance Closing Date (such date being the "Unconditional Date") whether the Offer Conditions have been fulfilled or are to be waived by the Offeror (insofar as permitted by law) and will announce whether (i) the Offer has been declared unconditional, (ii) there is still uncertainty as to the fulfillment of any of the Offer Conditions, or (iii) the Offer is terminated, as a result of the Offer Conditions not having been fulfilled or waived by the Offeror, or the Offeror and Tele Atlas, as the case may be all in accordance with article 9t, paragraph 4 of the Bte 1995 and other applicable laws.
On the Unconditional date, the Offeror may announce a post-acceptance period (na-aanmeldingstermijn) of the Offer with a maximum of fifteen business days. During a post acceptance period, Shareholders that have not yet tendered their Shares under the Offer will be given the opportunity to do so in the same manner and under the same conditions as set out in the Offer Memorandum.
Further extension
The Offeror may extend the
Offer past the Current 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 Current
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.
On 28 February 2008, Tele Atlas has published its Q4 2007 and Full Year 2007 results. Furthermore, on 29 April 2008, Tele Atlas has published its Q1 2008 results. Shareholders are advised to review the press releases issued in relation to the publication of the Q4 2007 and Full Year 2007 results and the Q1 2008 results in combination with the financial information in the Offer Memorandum. Both the press releases dated 28 February 2008 and 29 April 2008 as well as a full copy of financial statement (jaarrekening) of Tele Atlas for the financial year 2007 ended on 31 December 2007 can be reviewed and downloaded from Tele Atlas' website as mentioned above.
Addresses
TomTom N.V.
Oosterdoksstraat 114
1011 DK 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
P.O. Box 3200
4800 DE Breda
The Netherlands
Tel: +3176579 9455
Fax: +3176579 9643
Email:
Servicedesk.beleggen@nl.abnamro.com
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.
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For more information
Taco Titulaer
+31 20 757 5194
ir@tomtom.com
Jan Wirken
+31 653 686 999
Jan.Wirken@teleatlas.com
This announcement does not constitute an offer to purchase any securities, nor a solicitation of any offer, proxy, consent or authorization to buy or subscribe for any securities of Tele Atlas or any other securities, nor shall it (or any part of it) form the basis of, or be relied upon in connection with, any contract therefore. In the event that an offer is made, details of the offer will be set out in an offer memorandum, which will contain the full terms and conditions of the offer including how the offer can be accepted, and which will be made available to all holders of securities of Tele Atlas free of charge.
This announcement is a press release and not a prospectus
and holders of ordinary shares in Tele Atlas should not make any
decisions except on the basis of the information contained in the
offer memorandum to be published in due course.
Statements in this document regarding the proposed transaction
between Tele Atlas and TomTom, the expected timing for completing
the transaction, future financial and operating results, benefits
and synergies of the transaction, future opportunities for the
combined company and any other statements about Tele Atlas or
TomTom managements' future expectations, beliefs, goals, plans, or
prospects constitute forward-looking statements within the meaning
of the Private Securities Litigation Reform Act of 1995. Any
statements that are not statements of historical fact (including
statements containing the words "believes," "will," "plans,"
"anticipates," "expects" and similar expressions) should also be
considered to be forward-looking statements. There are a
number of important factors that could cause actual results or
events to differ materially from those indicated by such
forward-looking statements, including: the ability to consummate
the transaction, the ability of TomTom to successfully integrate
Tele Atlas' operations and employees; the ability to realize
anticipated synergies and cost-savings; the receipt of regulatory
clearances; and other factors described in TomTom's and Tele Atlas'
most recent respective annual reports for the year ended
2007. TomTom and Tele Atlas each disclaim any intention or
obligation to update any forward-looking statements as a result of
developments after the date of this announcement.