Intel Acquisition of Mobileye

Intel and Mobileye announced on March 13, 2017 that they had entered into a definitive agreement pursuant to which Intel would acquire Mobileye. Under the terms of the agreement, Cyclops Holdings, LLC, a subsidiary of Intel commenced a tender offer to acquire all of the issued and outstanding ordinary shares of Mobileye for $63.54 per share in cash, representing a fully-diluted equity value of approximately $15.3 billion and an enterprise value of $14.7 billion. The tender offer (including the subsequent offering period) expired on August 21, 2017, at which time Intel had acquired approximately 97.3% of the outstanding ordinary shares of Mobileye. On March 27, 2018, a final judgment was rendered by the Enterprise Chamber (Ondernemingskamer) of the Amsterdam Court of Appeals (Gerechtshof Amsterdam) in the statutory compulsory acquisition proceeding (uitkoopprocedure) initiated by Cyclops Holdings for all remaining outstanding Mobileye shares (as further described below).
The acquisition couples the best-in-class technologies from both companies, including Intel’s high-performance computing and connectivity expertise and Mobileye’s leading computer vision expertise to create automated driving solutions from the cloud through the network to the car.

The combination is expected to accelerate innovation for the automotive industry and position Intel as a leading technology provider in the fast-growing market for highly and fully autonomous vehicles. Intel estimates the vehicle systems, data and services market opportunity to be up to $70 billion by 2030. The transaction extends Intel’s strategy to invest in data-intensive market opportunities that build on the company’s strengths in computing and connectivity from the cloud, through the network, to the device.

If you would like an email notification when new items are posted to this site, please provide us with your email address in the form located on the upper right-hand corner of this page.

NOTE TO MOBILEYE SHAREHOLDERS:
On March 27, 2018, the Enterprise Chamber of the Amsterdam Court of Appeals ordered all minority Mobileye shareholders to transfer their Mobileye shares to Cyclops in exchange for a payment of USD 63.54 per share in cash, increased by statutory interest accrued at a rate of two percent per annum from August 21, 2017 until the date such Mobileye shares are transferred to Cyclops and minus any distributions made on such Mobileye shares in that same period (of which there had been none). All payments for Mobileye shares will be made subject to applicable withholding taxes. In accordance with the withholding tax ruling from the Israeli Tax Authority, any payment for Mobileye shares pursuant to the Enterprise Chamber’s ruling will be subject to the completion and delivery of a Declaration of Status for Israeli Income Tax Purposes in the same form as was required for Mobileye shares tendered in the previously announced and completed tender offer.

From March 27, 2018 to 3:00 p.m. New York City time on April 25, 2018, Mobileye shareholders will have the opportunity to voluntarily adhere to the judgment of the Enterprise Chamber by transferring their Mobileye shares to Cyclops. Beneficial owners of Mobileye shares, including Mobileye shareholders who hold their shares through a broker, will be able to adhere to the judgment by means of a Letter of Voluntary Transfer, including by providing a Declaration of Status for Israeli Income Tax Purposes along with any other required documentation. Beneficial owners of Mobileye shares should contact their bank, broker or other financial intermediary for further information about the Letter of Voluntary Transfer and for copies of the Declaration of Status for Israeli Income Tax Purposes and any other documentation that must be submitted. Beneficial owners whose shares are transferred pursuant to a Letter of Voluntary Transfer are not expected to be required to submit a notarial deed to be able to transfer their Mobileye shares to Cyclops. Payment for the benefit of Mobileye shareholders who submit their shares for transfer through their bank, broker or other financial intermediary via a Letter of Voluntary Transfer during this period is expected to be delivered shortly after April 25, 2018, the date the voluntary period expires.

Registered owners of Mobileye shares will only be able to transfer their shares to Cyclops during the voluntary period pursuant to a Dutch notarial deed. Such a deed is required under Dutch law and may cause the process for transferring Mobileye shares to Cyclops during the voluntary period to be expensive, cumbersome and time-consuming. For example, each party may be required to provide a power of attorney, legalized and apostilled, and know-your-customer information, each to the satisfaction of the Dutch notary, and fees for execution of each such Dutch notarial deed by a Dutch notary can be expected to be between EUR 2,000 and EUR 5,000.

On April 25, 2018 or shortly thereafter, Cyclops plans to enforce the judgment of the Enterprise Chamber against the remaining Mobileye minority shareholders by paying the aggregate compulsory acquisition price for the remaining outstanding Mobileye shares to the consignment office of the Dutch Ministry of Finance. Upon such payment, ownership of all Mobileye shares not previously transferred to Cyclops will be transferred to Cyclops by operation of law, and the former holders of such shares will then be entitled to receive payment of USD 63.54 per share held as of the end of the voluntary period in cash, increased by applicable interest accrued, from the consignment office of the Dutch Ministry of Finance. Please note that the Dutch notarial deed requirements will not apply to this transfer of Mobileye shares to Cyclops by operation of law following the end of the voluntary period. Following consignment of funds to the consignment office of the Dutch Ministry of Finance, former holders of shares and/or their brokers will need to collect funds from the consignment office of the Dutch Ministry of Finance in accordance with procedures to be established by the consignment office of the Dutch Ministry of Finance, which may include requirements to provide certain documents that the consignment office of the Dutch Ministry of Finance may require in its discretion. All payments will still be subject to applicable withholding taxes and completion and delivery of a Declaration of Status for Israeli Income Tax Purposes (as described above).
For more information on how to receive payment for Mobileye shares, including how to provide a Declaration of Status for Israeli Income Tax Purposes, Mobileye shareholders may contact their bank, broker or other financial intermediary, or D.F. King & Co., Inc., the information agent for the compulsory acquisition process, at:

D.F. King & Co., Inc.
48 Wall Street, 22nd Floor
New York, New York 10005
Stockholders may call toll free: (800) 966-9021
Banks and Brokers may call collect: (212) 269-5550
Email: mobileye@dfking.com

NOTE TO MOBILEYE SHAREHOLDERS:

Mobileye shareholders seeking information about how to receive payment for Mobileye shares may contact their bank, broker or other financial intermediary, or D.F. King & Co., Inc., the information agent for the transaction, at:

D.F. King & Co., Inc.
48 Wall Street, 22nd Floor
New York, New York 10005
Stockholders may call toll free: (800) 966-9021
Banks and Brokers may call collect: (212) 269-5550
Email: mobileye@dfking.com

Announcement Materials

03/29/2018 Intel Announces Judgment of the Enterprise Chamber in Compulsory Acquisition Proceeding for Remaining Mobileye Shares
09/28/2017 Intel Commences Compulsory Acquisition for Remaining Mobileye Shares
08/22/2017 Intel Completes Subsequent Offering Period of Tender Offer for Mobileye
08/08/2017 Intel Completes Tender Offer for Mobileye
08/01/2017 Intel Announces Satisfaction of Antitrust Clearance Condition for Proposed Acquisition of Mobileye
07/31/2017 Intel Extends Cash Tender Offer for All Outstanding Shares of Mobileye
07/14/2017 Intel Announces Receipt of Israel Tax Authority Ruling for Mobileye Asset Sale and Further Extension of Cash Tender Offer for All Outstanding Shares of Mobileye
07/10/2017 Intel Announces Approval Under German and Austrian Competition Laws For Proposed Acquisition of Mobileye
06/22/2017 Intel Extends Cash Tender Offer for All Outstanding Shares of Mobileye
06/14/2017 Intel Announces Approval Under Israel Restrictive Trade Practices Law For Proposed Acquisition of Mobileye
06/12/2017 Intel Announces Expiration of HSR Waiting Period For Proposed Acquisition of Mobileye
04/05/2017 Intel Commences Cash Tender Offer for All Outstanding Shares of Mobileye
03/13/2017 Press Release: Intel to Acquire Mobileye
03/13/2017 Intel CEO Message to Intel Employees
03/13/2017 Mobileye Senior Management Message to Mobileye Employees

SEC Filings

09/28/2017 Mobileye 6-K
08/25/2017 Mobileye 14D-9/A
08/25/2017 Mobileye 6-K
08/25/2017 Intel TO-T/A
08/25/2017 Intel 8-K
08/08/2017 Mobileye 14D-9/A
08/08/2017 Mobileye 6-K
08/08/2017 Intel TO-T/A
08/08/2017 Intel 8-K
08/01/2017 Intel TO-T/A
08/01/2017 Mobileye 6-K
08/01/2017 Mobileye 14D-9/A
07/31/2017 Mobileye 6-K
07/31/2017 Intel TO-T/A
07/31/2017 Mobileye 14D-9/A
07/14/2017 Mobileye 14D-9/A
07/14/2017 Intel TO-T/A
07/14/2017 Mobileye 6-K
07/10/2017 Mobileye 14D-9/A
07/10/2017 Intel TO-T/A
07/10/2017 Mobileye 6-K
06/22/2017 Mobileye 14D-9/A
06/22/2017 Intel TO-T/A
06/22/2017 Mobileye 6-K
06/14/2017 Mobileye 14D-9/A
06/14/2017 Intel TO-T/A
06/14/2017 Mobileye 6-K
06/13/2017 Mobileye 14D-9/A
06/13/2017 Intel TO-T/A
06/13/2017 Mobileye 6-K
06/12/2017 Mobileye 14D-9/A
06/12/2017 Intel TO-T/A
06/12/2017 Mobileye 6-K
06/05/2017 Intel TO-T/A
06/01/2017 Mobileye 6-K
05/12/2017 Mobileye 6-K
05/09/2017 Mobileye 14D-9/A
05/09/2017 Intel TO-T/A
04/20/2017 Intel TO-T/A
04/05/2017 Mobileye Schedule 14D-9
04/05/2017 Intel Schedule TO
03/17/2017 Intel TO-C
03/15/2017 Mobileye Schedule 14D-9
03/14/2017 Mobileye 6-K
03/13/2017 Intel 8-K (TO-C)
03/13/2017 Intel TO-C
03/13/2017 Mobileye Schedule 14D-9
03/13/2017 Intel 8-K (TO-C)
03/13/2017 Mobileye 6-K

Investor Materials

03/17/2017 FAQ
03/13/2017 Investor Call Transcript
03/13/2017 Presentation: Intel to Acquire Mobileye
03/13/2017 Investor Call Webcast Replay