Tele Atlas N.V. proposed offer update
Sep 24 2007
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.
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.