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
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.
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.
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 Financiele 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 1141011 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.email@example.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