Tele Atlas Receives an Offer Proposal from Garmin for ¤24.50 in cash
's-Hertogenbosch, The Netherlands, November 1, 2007 - Tele Atlas NV
(FSE: TA6, EUNV: TA), a leading global provider of digital maps and
dynamic content for navigation and location based solutions,
announced yesterday that it received from Garmin Ltd. ("Garmin") a
letter communicating that Garmin intends to make an offer (the
"Garmin Proposal") for all of the outstanding shares in Tele Atlas
for ¤24.50 per share in cash. Tele Atlas understands that the Garmin
Proposal will be subject to receipt of the requisite antitrust
approvals and tender of at least 66.67% of the issued share capital
of Tele Atlas, and that it is not subject to financing conditions.
Garmin has stated that if the strategic combination were successfully
completed, Tele Atlas will continue its business as a separate
entity, based and headquartered in the Netherlands.
As announced on July 23, 2007, Tele Atlas entered into a merger
protocol (the "TomTom Agreement") with TomTom N.V. ("TomTom"),
pursuant to which TomTom agreed to make an offer (the "TomTom Offer")
for all of the shares of Tele Atlas for ¤21.25 per share in cash, as
more fully described in the offer memorandum published by TomTom on 2
October 2007. Under the TomTom Agreement, if Tele Atlas receives a
superior proposal, TomTom has a right to match that superior proposal
within a five business day period from the date Tele Atlas notifies
TomTom that a superior proposal has been received. If TomTom chooses
not match that superior proposal within the five business day period,
Tele Atlas intends to terminate the TomTom Agreement.
The Management Board and Supervisory Board of Tele Atlas (the
"Boards") have concluded that the Garmin Proposal qualifies as a
superior proposal, as defined in the TomTom Agreement, and have
notified TomTom that the Boards intend to support and recommend
Garmin's Proposal, unless TomTom matches the Garmin Proposal within
the five business day period expiring close of business in the
Netherlands on November 8, 2007. In order to support and recommend
Garmin's Proposal, Tele Atlas expects that it will receive binding
commitments from Garmin reflecting the terms of its Proposal. Until
such time, the Boards do not intend to change their recommendation
regarding the proposed business combination with TomTom. Further,
pursuant to the TomTom Agreement, the Boards have informed TomTom
today that if it matches the Garmin Proposal within the five business
day period, the Boards will recommend the revised TomTom offer. If
TomTom does not match the Garmin Proposal, Tele Atlas intends to
terminate the TomTom Agreement.
Pursuant to the TomTom Agreement, in reaching a determination that
the Garmin Proposal is superior to the TomTom Offer, and in
evaluating whether a revised TomTom offer (if any) matches or is
superior to Garmin's Proposal, the Tele Atlas Board has carefully
considered and will carefully consider the terms and conditions of
each proposal taken as a whole, including all legal, financial and
regulatory aspects of such proposals.
In the event that TomTom chooses not to match the Garmin Proposal,
the Boards intend to take up Garmin's invitation and meet with
Garmin's management.
This is an announcement pursuant to section 9b(1) of the Dutch
Securities Markets Decree (Besluit Toezicht Effectenverkeer 1995).
For more information, please contact:
Press Europe:
Dirk Snauwaert
Public Relations Director Tele Atlas EMEA
Phone: +32 475 69 30 97
e-mail: dirk.snauwaert@teleatlas.com
Other Press:
Margot Carlson Delogne
Vice President, Global Communications
Phone:+1 617 570 6307
Margot.delogne@teleatlas.com
Investment Community
Jan Wirken
Investor Relations Manager
Phone: + 31 73 640 21 60
jan.wirken@teleatlas.com
Ticker Symbols
ISIN: NL0000233948
Eurolist by Euronext Symbol: TA
Geregelter Markt in Frankfurt (TecDax) Symbol: TA6
WKN: 927101
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. 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. Founded in 1984, Tele Atlas has approximately 2,400
full-time staff and contract cartographers at offices in 24 countries
and 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, visit 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 an offer memorandum.
The press release can be downloaded from the following link:
