M&A Activity • Jan 3, 2008
M&A Activity
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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 Australia, Canada or Japan. This is a press release of TomTom N.V. pursuant to the provisions of section 9(b) subsection 2(b) of the Dutch Securities Trade Supervision Decree 1995 ("Besluit toezicht effectenverkeer 1995").
TomTom N.V. announces it has terminated its offer of €21.25 per ordinary share of Tele Atlas N.V. and intends to make a new cash offer of €30.00 per ordinary share for all ordinary shares of Tele Atlas.
With reference to the press releases dated 23 July 2007, 21 August 2007, 24 September 2007 and 16 October 2007 and the offer memorandum dated 2 October 2007, TomTom N.V. ("TomTom") announces that it has terminated its public offer of €21.25 per share (the "Previous Offer") for all outstanding ordinary shares of Tele Atlas N.V. ("Tele Atlas") as per the offer memorandum dated 2 October 2007, as under applicable Dutch law TomTom must make a new offer in order to offer increased consideration to the shareholders of Tele Atlas.
Subsequent to this termination of the Previous Offer, TomTom intends to make a new cash offer of €30.00 per share (the "Offer Price") for all outstanding ordinary shares of Tele Atlas (the "Offer"). In compliance with the rules of the Dutch Securities Trade Supervision Decree 1995, TomTom envisages that an offer memorandum containing the definitive terms and conditions of the Offer will be published in late November 2007 with the transaction being completed by the end of 2007. Pursuant to the merger agreement dated 23 July 2007 between TomTom and Tele Atlas (the "Merger Protocol"), TomTom has notified Tele Atlas of the intended Offer within a period of 5 business days following the announcement by Tele Atlas on 1 November 2007 that Tele Atlas considered the offer made by Garmin Ltd. on 31 October 2007 as a superior offer. TomTom now expects the Supervisory Board and the Management Board of Tele Atlas to support the Offer and recommend it for acceptance to the shareholders of Tele Atlas in accordance with the terms of the Merger Protocol.
The acceptance period during which the shareholders of Tele Atlas can tender their shares to TomTom pursuant to the Offer is envisaged to begin in late November 2007 and is expected to end by the end of 2007, unless extended in accordance with section 9o, subsection 5 of the Dutch Securities Trade and Supervision Decree 1995. TomTom is continuing to seek clearance of the transaction by the European Commission by the end of November 2007, but it cannot be excluded that these proceedings will continue after that date. In this scenario, TomTom expects to extend its tender period. As announced on 16 October 2007, 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.
Immediately subsequent to this announcement terminating the Previous Offer and announcing the intended Offer, TomTom will purchase and acquire an aggregate of approximately 25.8 million ordinary shares of Tele Atlas, representing approximately 28.3 percent of Tele Atlas's issued share capital at a price per share equal to the Offer Price. This includes 15.8 million shares which were subject to an irrevocable undertaking with International Asset Management (I.A.M.) B.V. in relation to the Previous Offer. These purchases will be made immediately subsequent to this announcement under share purchase agreements with certain shareholders of Tele Atlas (the "Selling Shareholders"). These agreements will include proportional sharing arrangements with the Selling Shareholders in the event TomTom terminates the Offer or the Offer is otherwise not completed and TomTom decides to sell such Tele Atlas shares at a price higher than the Offer Price or if TomTom increases the consideration offered to all Tele Atlas shareholders. TomTom will make the required notifications with The Netherlands Authority for the Financial Markets regarding the purchase of the approximately 25.8 million ordinary shares of Tele Atlas.
The intended Offer would be an all-cash offer for all of the issued and outstanding share capital of Tele Atlas. Based on the Offer Price, the intended Offer values the fully diluted outstanding share capital of Tele Atlas at approximately €2.9 billion. Consistent with past history, TomTom expects that Tele Atlas will not declare dividends prior to the completion of the Offer. The Offer represents a premium of 81% to the last closing price of 20 July 2007 (the day prior to the announcement of the Previous Offer), 41% more than the Previous Offer and 22% more than the offer made by Garmin Ltd.
The aggregate value of the proposed transaction is approximately €2.7 billion, including the net financial cash position of Tele Atlas. This implies a multiple of approximately 41 times the projected 2007 adjusted EBITDA for Tele Atlas.1
Goldman Sachs International ABN AMRO Bank N.V. and Rabobank are providing committed financing for the acquisition.
The consummation of the Offer will be subject to the satisfaction or waiver of certain offer conditions customary for transactions of this kind, including obtaining the required competition clearance from the European Commission and the absence of a material adverse effect on the business of Tele Atlas. The consummation of the Offer will also be subject to the condition that at least 80% of the issued and outstanding share capital of Tele Atlas is tendered under the Offer, with the option for TomTom to waive this condition to 66.67% in its sole discretion as agreed in the Merger Protocol.
It is currently expected that an offer memorandum, containing the definitive terms and conditions of the Offer, will be published in November 2007 with the transaction being completed by the end of 2007. The Offer will be submitted for approval by the shareholders of TomTom at an extraordinary shareholder meeting. The four founding shareholders of TomTom, representing 57% of the outstanding TomTom share capital, have committed to vote in favour of the Offer. The works council of TomTom has issued positive advice regarding the Offer.
1 This multiple is based on the EUR 65 million target as publicly announced by Tele Atlas as its EBITDA target for 2007.
The Netherlands Authority for the Financial Markets, Euronext Amsterdam N.V., the Frankfurt Stock Exchange, the Secretary of the Social Economic Council and the competent competition authorities and other relevant authorities have been or will be informed of the intended Offer and, where relevant, will be requested to provide clearance in respect of the transaction.
The Offer is not being made, and the ordinary shares of Tele Atlas (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 announcement. 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. 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.
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 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 International and ABN AMRO Corporate Finance, serving as financial advisors to TomTom, 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 TomTom 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) (
Tulchan Communications +44 (0) 20 7353 4200 David Trenchard John Sunnucks
Joele Frank, Wilkinson Brimmer Katcher +1 (212) 355 4449 Joele Frank Tim Lynch
Taco Titulaer [email protected] +31 (0)20 753 5194
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://
This announcement contains certain forward-looking statements, including relating to the Offer and the business and results of TomTom and the industry in which it operates. These statements are based on TomTom's current plans, estimates and projections, as well as its expectations of external conditions and events. In particular the words "expect", "anticipate", "estimate", "may", "should", "believe" and similar expressions are intended to identify forward-looking statements. Forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements. These include, but are not limited to: the level of consumer acceptance of existing and new and upgraded products and services; the growth of overall market demand for TomTom's products or for personal navigation products generally; TomTom's ability to sustain and effectively manage its recent rapid growth; and TomTom's relationship with third party suppliers, and its ability to accurately forecast the volume and timing of sales. Additional factors could cause future results to differ materially from those in the forward-looking statements.
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