TomTom's EGM votes in favour of the proposed cash offer of EURO 30 for all ordinary shares of Tele Atlas
TomTom’s General Meeting of Shareholders votes in favour of the proposed cash offer of Euro 30 for all ordinary shares of Tele Atlas (the "Offer")
Amsterdam, 4 December 2007
TomTom N.V. announces that at the Extraordinary General Meeting of Shareholders held today in Amsterdam, the proposed acquisition of all ordinary shares in Tele Atlas N.V. through a public offer was considered. The General Meeting of Shareholders approved the acquisition by the requisite majority. As a result, the offer condition mentioned in 6.2 (f) of the Offer Memorandum has been partly fulfilled.
The proposal has been adopted with 78,947,096 shares, which represents 69.56 % of the total issued share capital and 99.82 % of the shares represented during the EGM. There were no votes against the proposal.
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"), TomTom N.V. (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.
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.