Intel Corporation (NASDAQ: INTC) and Mobileye N.V. (NYSE: MBLY) today announced the completion of Intel’s tender offer for outstanding ordinary shares of Mobileye, a global leader in the development of computer vision and machine learning, data analysis, localization and mapping for advanced driver assistance systems and autonomous driving. The acquisition is expected to accelerate innovation for the automotive industry and positions Intel as a leading technology provider in the fast-growing market for highly and fully autonomous vehicles.
The combination of Intel and Mobileye will allow Mobileye’s leading computer vision expertise (the “eyes”) to complement Intel’s high-performance computing and connectivity expertise (the “brains”) to create automated driving solutions from cloud to car. Intel estimates the vehicle systems, data and services market opportunity to be up to $70 billion by 2030.
“With Mobileye, Intel emerges as a leader in creating the technology foundation that the automotive industry needs for an autonomous future,” said Intel CEO Brian Krzanich. “It’s an exciting engineering challenge and a huge growth opportunity for Intel. Even more exciting is the potential for autonomous cars to transform industries, improve society and save millions of lives.”
Intel’s Automated Driving Group (ADG) will combine its operations with Mobileye, an Intel Company. The combined Mobileye organization will lead Intel’s autonomous driving efforts, and will have the full support of Intel resources and technology to define and deliver cloud-to-car solutions for the automotive market segment. Mobileye, an Intel Company, will remain headquartered in Israel and led by Prof. Amnon Shashua who will serve as Intel Senior Vice President and Mobileye CEO and Chief Technology Officer. In addition, Ziv Aviram, Mobileye Co-Founder, President and CEO, is retiring from the company, effective immediately.
“Leading in autonomous driving technology requires a combination of innovative proprietary software products and versatile open-system hardware platforms that enable customers and partners to customize solutions,” said Prof. Amnon Shashua. “For the first time, the auto industry has a single partner with deep expertise and a cultural legacy in both areas. Mobileye is very excited to begin this new chapter.”
Mobileye will support and build on both companies’ existing technology and customer relationships with automakers, tier‑1 suppliers and semiconductor partners to develop advanced driving assist, highly autonomous and fully autonomous driving programs.
Further Transaction Details and Timing
Today, Intel is acquiring approximately 84% of Mobileye’s outstanding ordinary shares.
The initial offering period for the tender offer and withdrawal rights expired at 5:00 p.m., New York City time, on August 7, 2017 (the “Expiration Time”). Based on information provided by the American Stock Transfer & Trust Company, LLC, the depositary for the tender offer, a total of 187,882,291 Mobileye ordinary shares (excluding Mobileye ordinary shares tendered pursuant to guaranteed delivery procedures), representing approximately 84% of the outstanding Mobileye ordinary shares, had been validly tendered and had not been validly withdrawn as of the expiration of the initial offering period (excluding 26,424,016 ordinary shares, representing approximately 12% of the aggregate number of ordinary shares outstanding, tendered pursuant to guaranteed delivery procedures that have not yet been delivered in settlement or satisfaction of such guarantee). Cyclops Holdings, LLC (“Cyclops”), a wholly owned subsidiary of Intel, has accepted for payment all shares that were validly tendered and were not properly withdrawn from the offer, and payment for such shares will be made promptly in accordance with the terms of the offer.
Intel and Mobileye also announced today the commencement of a subsequent offering period scheduled to expire at 11:59 p.m., New York City time, on August 21, 2017, as it may be further extended to provide for a minority exit offering period of at least 5 business days to provide Mobileye shareholders who have not yet tendered their shares the opportunity to do so (under certain circumstances as more fully described in the tender offer statement on Schedule TO filed by Cyclops with the U.S. Securities and Exchange Commission (the “SEC”) on April 5, 2017 (as amended and supplemented, the “Schedule TO”). All ordinary shares validly tendered during the subsequent offering period will be immediately accepted for payment, and tendering holders will thereafter promptly be paid the same form and amount of offer consideration as in the initial offering period. The procedures for tendering shares during the subsequent offering period are the same as those applicable to the initial offering period, except that (i) the guaranteed delivery procedures may not be used during the subsequent offering period and (ii) no withdrawal rights will apply to shares tendered during the subsequent offering period.
Mobileye plans to delist its ordinary shares from the New York Stock Exchange (the “NYSE”) as promptly as practicable. Mobileye also intends to deregister its shares under the U.S. Securities Exchange Act of 1934 (as amended, the “Exchange Act”) and to suspend its reporting obligations under the Exchange Act, but will only be eligible to do so upon satisfaction of the applicable requirements for deregistration.
Mobileye has submitted written notice to the NYSE of its intent to voluntarily delist its shares from the NYSE in connection with the tender offer. Mobileye intends to file a Form 25, Notification of Removal from Listing and/or Registration under Section 12(b) of the Exchange Act, with the SEC on August 21, 2017 to notify the SEC of the delisting of its ordinary shares from the NYSE. Delisting from the NYSE is expected to become effective 10 days after the filing date of the Form 25.
Following delisting from the NYSE, Mobileye ordinary shares will not be listed or registered on another national securities exchange. Delisting is likely to reduce significantly the liquidity and marketability of any Mobileye ordinary shares that have not been tendered pursuant to the tender offer.