TOMTOM DECLARES THE PUBLIC OFFER FOR ALL SHARES IN TELE ATLAS
UNCONDITIONAL
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.
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, 5 June 2008
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 Financiële
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 114
1011 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.
The press release can be downloaded from the following link:
