TomTom declares the public offer for Tele Atlas unconditional and announces a Post-Acceptance Period
This is a joint announcement of TomTom N.V. ("TomTom" or the "Offeror") and Tele Atlas N.V. ("Tele Atlas") which is required pursuant to the provisions of section 9b paragraph 1 of the Dutch Securities Markets Supervision Decree 1995 (Besluit toezicht effectenverkeer 1995) in connection with the recommended public offer by TomTom for all outstanding ordinary shares in the share capital of Tele Atlas. This announcement and related materials do not constitute an offer to purchase nor a solicitation of an offer to sell shares. Any offer will be made only by means of the Offer Memorandum as defined below. Not for release, distribution or publication, in whole or in part to Australia, Canada, Italy or Japan.
TOMTOM DECLARES THE PUBLIC OFFER FOR ALL SHARES IN TELE ATLAS UNCONDITIONAL
SHAREHOLDERS WHO HAVE NOT YET TENDERED THEIR SHARES CAN TENDER THEIR SHARES IN A POST-ACCEPTANCE PERIOD STARTING 6 JUNE 2008 ENDING 26 JUNE 2008
Amsterdam, 5 June 2008
With reference to the press release dated 2 June 2008, TomTom and Tele Atlas jointly announce that TomTom declares the recommended public offer for all issued and outstanding 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") unconditional (gestand doen).
As announced in the press release of 2 June 2008, 63,625,232 Shares have been tendered for acceptance under the Offer. Together with the 27,235,651 Shares already held by TomTom and 1,685,000 Shares to be delivered by certain members of the Supervisory Board and Management Board of Tele Atlas pursuant to irrevocable undertakings, these Shares number in total 92,545,883 and represent 97.48% of the total issued and outstanding shares capital in Tele Atlas, and based on the offer price of EUR 30.00 per Share (the "Offer Price"), have an aggregate value of EUR 2,776 million.
TomTom will grant the Shareholders who have not yet tendered their Shares under the Offer the opportunity to tender their Shares in a post-acceptance period (na-aanmeldingstermijn). Further details on the post-acceptance period are set out below.
Settlement
With reference to the offer
memorandum dated 18 November 2007 (the "Offer
Memorandum"), payment of the Offer Price for each Share
validly tendered (or defectively tendered provided that such defect
has been waived by the Offeror) and delivered on the terms and
subject to the conditions and restrictions of the Offer as
described in the Offer Memorandum is expected to take place on 10
June 2008.
Post-acceptance period
TomTom will grant the
Shareholders who have not yet tendered their Shares under the Offer
the opportunity to tender their Shares in a post-acceptance period
(na-aanmeldingstermijn) commencing at 9:00 hours,
Amsterdam time, on 6 June 2008 and expiring at 15:00 hours,
Amsterdam time on 26 June 2008 (the "Post-Acceptance
Period"). Shareholders can tender their Shares in the same
manner and under the same conditions as set out in the Offer
Memorandum.
Neither Shareholders who have tendered their Shares during the acceptance period, nor Shareholders who have tendered their Shares during the Post Acceptance Period shall have the right to withdraw such Shares.
Shareholders who have tendered and delivered (geleverd) their Shares during the Post-Acceptance Period will receive the Offer Price in respect of each Share validly tendered (or defectively tendered provided that such defect has been waived by the Offeror), on 1 July 2008.
Delisting of Shares and other consequences of the
Offer
As soon as legally possible, TomTom intends
that Tele Atlas' listing on Euronext Amsterdam and on the Frankfurt
Stock Exchange will be terminated.
In addition, TomTom may initiate any of the reorganization measures as set out in Section 6.7.2 (Post-closing Reorganisation of Tele Atlas) of the Offer Memorandum, which includes the possibility of a squeeze-out procedure. Any remaining Shareholders who do not wish to tender their Shares in the Post-Acceptance Period should carefully review Sections 6.7.1 (Liquidity and Delisting) and 6.7.2 (Post-closing Reorganisation of Tele Atlas) of the Offer Memorandum which describe certain risks to tem in connection with their continued shareholding in Tele Atlas.
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
This press release contains selected, condensed information
regarding the Offer and does not replace the Offer Memorandum.
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.