TomTom N.V. announces it has terminated its offer of €21.25 per ordinary share of Tele Atlas N.V. and intends to make a new cash offer of €30.00 per ordinary share for all ordinary shares of Tele Atlas.
Immediately subsequent to this announcement TomTom N.V. will purchase and acquire approximately 25.8 million ordinary shares of Tele Atlas N.V., representing approximately 28.3 percent of Tele Atlas N.V.’s issued share capital.
With reference to the press releases dated 23 July 2007, 21 August 2007, 24 September 2007 and 16 October 2007 and the offer memorandum dated 2 October 2007, TomTom N.V. ("TomTom") announces that it has terminated its public offer of €21.25 per share (the "Previous Offer") for all outstanding ordinary shares of Tele Atlas N.V. ("Tele Atlas") as per the offer memorandum dated 2 October 2007, as under applicable Dutch law TomTom must make a new offer in order to offer increased consideration to the shareholders of Tele Atlas.
Subsequent to this termination of the Previous Offer, TomTom intends to make a new cash offer of €30.00 per share (the "Offer Price") for all outstanding ordinary shares of Tele Atlas (the "Offer"). In compliance with the rules of the Dutch Securities Trade Supervision Decree 1995, TomTom envisages that an offer memorandum containing the definitive terms and conditions of the Offer will be published in late November 2007 with the transaction being completed by the end of 2007. Pursuant to the merger agreement dated 23 July 2007 between TomTom and Tele Atlas (the "Merger Protocol"), TomTom has notified Tele Atlas of the intended Offer within a period of 5 business days following the announcement by Tele Atlas on 1 November 2007 that Tele Atlas considered the offer made by Garmin Ltd. on 31 October 2007 as a superior offer. TomTom now expects the Supervisory Board and the Management Board of Tele Atlas to support the Offer and recommend it for acceptance to the shareholders of Tele Atlas in accordance with the terms of the Merger Protocol.
The acceptance period during which the shareholders of Tele Atlas can tender their shares to TomTom pursuant to the Offer is envisaged to begin in late November 2007 and is expected to end by the end of 2007, unless extended in accordance with section 9o, subsection 5 of the Dutch Securities Trade and Supervision Decree 1995. TomTom is continuing to seek clearance of the transaction by the European Commission by the end of November 2007, but it cannot be excluded that these proceedings will continue after that date. In this scenario, TomTom expects to extend its tender period. As announced on 16 October 2007, the initial 15-day waiting period pursuant to the Hart Scott Rodino Antitrust Improvements Act (as amended) for TomTom’s proposed acquisition of Tele Atlas was terminated early without the issuance of a request for additional information or documentary material.
Immediately subsequent to this announcement terminating the Previous Offer and announcing the intended Offer, TomTom will purchase and acquire an aggregate of approximately 25.8 million ordinary shares of Tele Atlas, representing approximately 28.3 percent of Tele Atlas’s issued share capital at a price per share equal to the Offer Price. This includes 15.8 million shares which were subject to an irrevocable undertaking with International Asset Management (I.A.M.) B.V. in relation to the Previous Offer. These purchases will be made immediately subsequent to this announcement under share purchase agreements with certain shareholders of Tele Atlas (the "Selling Shareholders"). These agreements will include proportional sharing arrangements with the Selling Shareholders in the event TomTom terminates the Offer or the Offer is otherwise not completed and TomTom decides to sell such Tele Atlas shares at a price higher than the Offer Price or if TomTom increases the consideration offered to all Tele Atlas shareholders. TomTom will make the required notifications with The Netherlands Authority for the Financial Markets regarding the purchase of the approximately 25.8 million ordinary shares of Tele Atlas.
Offer Highlights
The intended Offer would be an all-cash offer for all of the issued and outstanding share capital of Tele Atlas. Based on the Offer Price, the intended Offer values the fully diluted outstanding share capital of Tele Atlas at approximately €2.9 billion. Consistent with past history, TomTom expects that Tele Atlas will not declare dividends prior to the completion of the Offer. The Offer represents a premium of 81% to the last closing price of 20 July 2007 (the day prior to the announcement of the Previous Offer), 41% more than the Previous Offer and 22% more than the offer made by Garmin Ltd.
The aggregate value of the proposed transaction is approximately €2.7 billion, including the net financial cash position of Tele Atlas. This implies a multiple of approximately 41 times the projected 2007 adjusted EBITDA for Tele Atlas*.
Goldman Sachs International ABN AMRO Bank N.V. and Rabobank are providing committed financing for the acquisition.