The press release can be downloaded from the following link:
Press Release (PDF)
This is a joint press release of Tele Atlas N.V. and TomTom N.V.
pursuant to the provisions of Section 9g paragraph 1a of the Dutch
Securities Trade Supervision Decree 1995 (Besluit toezicht
effectenverkeer 1995), pursuant to which the offeror is required to
make a public announcement within 30 days of the initial press
release of 23 July 2007. This is not a public announcement that a
public offer is to be made. Any offer will be made only by means of
an offer document to be issued prior to the commencement of the offer
period. Not for release, distribution or publication, in whole or in
part to Japan or Canada.
21 August 2007
TomTom N.V. and Tele Atlas N.V. confirm that preparations are on
track for TomTom N.V.'s intended recommended public cash offer for
all outstanding shares of Tele Atlas N.V. at an offer price of ¤
21.25 in cash, per ordinary share (the "Offer").
With reference to our press release dated 23 July 2007, TomTom N.V.
("TomTom") and Tele Atlas N.V. ("Tele Atlas") jointly announce that
the preparations of the intended Offer are on track. TomTom expects
that, subject, inter alia, to advice from the Works Councils of Tele
Atlas and TomTom as well as the required clearances from the
competition authorities, an Offer will be made and that an offer
memorandum, containing the definitive terms and conditions of the
Offer, will be published in October 2007 with the transaction being
completed by the end of 2007.
The advice procedures with the Works Councils of Tele Atlas and
TomTom have been started and are expected to be finalized by the end
of September. Further, the parties are in the process of requesting
national competition authorities' approval to have the transaction
reviewed by the European Commission. We expect to obtain the outcome
of this jurisdictional process in September. The process for the
actual competition filing of the transaction will then commence. In
addition, preparations for filing with the US competition authorities
are being made.
Under the rules of the Dutch Securities Trade Supervision Decree
1995, TomTom is required to publish an offer memorandum within six
weeks of this press release, unless the Authority for the Financial
Markets (the "AFM") grants extension of that term at the request of
TomTom. Given the abovementioned jurisdictional process, the standard
regulatory review process with the European Commission, and possibly
with the US authorities, will not be completed before the end of the
six week period and therefore TomTom intends to request this
extension from the AFM.
For more information
Taco Titulaer
+31 (0)20 753 5194
ir@tomtom.com
Margot Carlson Delogne (media)
+1 781 492 1039
Margot.Delogne@teleatlas.com
Jasper Vredegoor (investors)
+31 (0)652 32 52 89
Jasper.Vredegoor@teleatlas.com
About TomTom
TomTom NV is the world's largest navigation solution 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 range,
the TomTom ONE XL, TomTom ONE and the TomTom RIDER. TomTom PLUS, is
the location-based content and services offering for TomTom's
navigation products easily available through TomTom HOME. TomTom
also provides navigation software products which 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 Stock Exchange 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 2,400 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. 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 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 2006. 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.
