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, The Netherlands, June 5 /PRNewswire/ -- 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
Financiele 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 1141011 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.
For more information
Taco Titulaer
+31 20 757 5194
ir@tomtom.com
Margot Carlson Delogne
+1 781 4921 039
Margot.CarlsonDelogne@teleatlas.com
About TomTom
TomTom NV is the world's leading navigation solutions 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 family, the TomTom XL and TomTom ONE ranges and the TomTom
RIDER. Additionally, independent research proves that TomTom products have a
significant positive effect on driving and road safety. TomTom offers a
portfolio of content and services for TomTom's navigation products, which are
easily available through TomTom HOME. TomTom also provides navigation
software products that 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 in The Netherlands. For more
information, go to http://www.tomtom.com.
About Tele Atlas
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 2,500 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. Full details of the Offer have been set out in
the Offer memorandum, which is available on the websites of TomTom
(www.tomtom.com) or Tele Atlas (www.teleatlas.com).
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 2007. 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.
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.
SOURCE TomTom
Taco Titulaer, +31 20 757 5194, ir@tomtom.com; or Margot Carlson Delogne,
+1-781-4921-039, Margot.CarlsonDelogne@teleatlas.com
