M&A Activity • Sep 27, 2007
M&A Activity
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This is a joint press release of TomTom N.V. and Tele Atlas N.V. pursuant to the provisions of Section 9b subsection 1 of the Dutch Securities Trade and Supervision Decree 1995 (Besluit Toezicht Effectenverkeer 1995). This is not a public announcement that a public offer is to be made. Any offer will be made only by means of an offer document to be issued prior to the commencement of the offer period. Not for release, distribution or publication, in whole or in part to Japan or Canada.
24 September 2007
TomTom N.V. and Tele Atlas N.V. announce that the national competition authorities have approved the request of the parties for the transaction to be referred for review to the European Commission ("EC").
TomTom N.V. and Tele Atlas N.V. intend to publish an offer memorandum for the intended recommended public cash offer for all outstanding shares of Tele Atlas N.V. at an offer price of € 21.25 in cash per ordinary share (the "Offer") on 2 October 2007.
With reference to the press releases dated 23 July 2007 and 21 August 2007, TomTom N.V. ("TomTom") and Tele Atlas N.V. ("Tele Atlas") jointly announce that on 21 September 2007 the national competition authorities have approved the request of TomTom and Tele Atlas for the transaction to be referred for review to the EC. This request was made by the parties in order to allow the EC to review the transaction rather than submitting separate filings to different national competition authorities. The parties are in the process of filing the transaction with the EC. In addition, preparations for filing with the U.S. competition authorities are ongoing.
In compliance with the rules of the Dutch Securities Trade Supervision Decree 1995, TomTom expects that an offer memorandum containing the definitive terms and conditions of the Offer will be published on 2 October 2007 with the transaction being completed by the end of 2007.
The acceptance period during which the shareholders of Tele Atlas can tender their shares to TomTom is expected to begin on 3 October 2007 and is expected to end on 4 December 2007, unless extended in accordance with section 9o, subsection 5 of the Dutch Securities Trade and Supervision Decree 1995. TomTom and Tele Atlas are aiming to obtain approval of the transaction by the EC and US competition authorities by 4 December 2007, but it cannot be excluded that the competition proceedings will continue after that date. In this scenario, TomTom expects to extend its tender period.
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Taco Titulaer +31 20 753 5194 [email protected]
Jan Wirken +31 653 686 999 [email protected]
TomTom NV is the world's largest navigation solution provider. TomTom's products are developed with an emphasis on innovation, quality, ease of use, safety and value. TomTom's products include all-in-one navigation devices which enable customers to navigate right out of the box; these are the award-winning TomTom GO range, the TomTom ONE XL, TomTom ONE and the TomTom RIDER. TomTom PLUS, is the location-based content and services offering for TomTom's navigation products easily available through TomTom HOME. TomTom also provides navigation software products which integrate with third party devices; the TomTom NAVIGATOR software for PDAs and smartphones. TomTom WORK combines industry leading communication and smart navigation technology with leading edge tracking and tracing expertise. TomTom's products are sold through a network of leading retailers in 30 countries and online. TomTom was founded in 1991 in Amsterdam and has offices in Europe, North America and Asia Pacific. TomTom is listed at Euronext, Amsterdam Stock Exchange in The Netherlands. For more information, go to http://www.tomtom.com.
Tele Atlas delivers the digital maps and dynamic content that power some of the world's most essential navigation and location-based services (LBS). The information is the foundation for a wide range of personal and in-car navigation systems and mobile and Internet map applications that help users find the people, places, products and services they need, wherever they are. The company also works with business partners who trust its digital map data to deliver critical applications for emergency, business, fleet and infrastructure services. Through a combination of its own products and partnerships, Tele Atlas offers digital map coverage of more than 200 countries and territories worldwide. The company was founded in 1984 and today has approximately 2,400 full-time staff and contract cartographers at offices in 24 countries. Tele Atlas uses a sophisticated network of professional drivers, mobile mapping vans and more than 50,000 data resources to deliver highly accurate and up-to-date digital maps. Tele Atlas is listed on the Frankfurt Stock Exchange (TA6) and on Euronext Amsterdam (TA). For more information, go to http://www.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 2006. 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.
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