Mobileye NV (MBLY)

[fung_derf]

Intel to Acquire Mobileye

Business Wire
7:30 AM Eastern Daylight Time Mar 13, 2017
For best results when printing this announcement, please click on link below:
http://pdf.reuters.com/htmlnews/htmlnews.asp?i=43059c3bf0e37541&u=urn:newsml:reuters.com:20170313:nBw873Ymta


Intel to Acquire Mobileye

Combining Technology and Talent to Accelerate the Future of Autonomous Driving

NEWS HIGHLIGHTS


* Brings together Mobileye’s leading computer vision expertise with Intel’s
high-performance computing and connectivity expertise to create automated
driving solutions from cloud to car.

* Positions Intel to accelerate innovation for automakers and to capture
fast-growing market opportunity, estimated to be up to $70 billion by 2030.

* Acquisition expected to be accretive to Intel’s non-GAAP EPS and free cash
flow immediately.

Intel Corporation (NASDAQ: INTC) and Mobileye N.V. (NYSE: MBLY) today
announced a definitive agreement under which Intel would acquire 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. Pursuant to the agreement, a subsidiary of Intel will
commence a tender offer to acquire all of the issued and outstanding ordinary
shares of Mobileye for $63.54 per share in cash, representing an equity value
of approximately $15.3 billion and an enterprise value of $14.7 billion.

This Smart News Release features multimedia. View the full release here:
http://www.businesswire.com/news/home/20170313005535/en/
(http://www.businesswire.com/news/home/20170313005535/en/)

The combination is expected to accelerate innovation for the automotive
industry and position Intel as a leading technology provider in the
fast-growing market for highly and fully autonomous vehicles. Intel estimates
the vehicle systems, data and services market opportunity to be up to $70
billion by 2030. This transaction extends Intel’s strategy to invest in
data-intensive market opportunities that build on the company’s strengths in
computing and connectivity from the cloud, through the network, to the device.

This acquisition will combine the best-in-class technologies from both
companies, spanning connectivity, computer vision, data center, sensor fusion,
high-performance computing, localization and mapping, machine learning and
artificial intelligence. Together with partners and customers, Intel and
Mobileye expect to deliver driving solutions that will transform the
automotive industry. The combined global autonomous driving organization,
which will consist of Mobileye and Intel’s Automated Driving Group, will be
headquartered in Israel and led by Prof. Amnon Shashua, Mobileye’s
Co-Founder, Chairman and CTO. The organization will support both companies’
existing production programs and build upon relationships with automotive
OEMs, Tier-1 suppliers and semiconductor partners to develop advanced
driving assist, highly autonomous and fully autonomous driving programs. Intel
Senior Vice President Doug Davis will oversee the combined organization’s
engagement across Intel’s business groups and will report to Prof. Amnon
Shashua after the transaction’s closing.

“This acquisition is a great step forward for our shareholders, the
automotive industry and consumers,” said Brian Krzanich, Intel CEO. “Intel
provides critical foundational technologies for autonomous driving including
plotting the car’s path and making real-time driving decisions. Mobileye
brings the industry’s best automotive-grade computer vision and strong
momentum with automakers and suppliers. Together, we can accelerate the future
of autonomous driving with improved performance in a cloud-to-car solution at
a lower cost for automakers.”

“We expect the growth towards autonomous driving to be transformative. It
will provide consumers with safer, more flexible, and less costly
transportation options, and provide incremental business model opportunities
for our automaker customers,” said Mr. Ziv Aviram, Mobileye Co-Founder,
President and CEO. “By pooling together our infrastructure and resources, we
can enhance and accelerate our combined know-how in the areas of mapping,
virtual driving, simulators, development tool chains, hardware, data centers
and high-performance computing platforms. Together, we will provide an
attractive value proposition for the automotive industry.”

As cars progress from assisted driving to fully autonomous, they are
increasingly becoming data centers on wheels. Intel expects that by 2020,
autonomous vehicles will generate 4,000 GB of data per day, which plays to
Intel’s strengths in high-performance computing and network connectivity.
The complexity and computing power of highly and fully autonomous cars creates
large-scale opportunities for high-end Intel® Xeon® processors and
high-performance EyeQ®4 and EyeQ®5 SoCs, high-performance FPGAs, memory,
high-bandwidth connectivity, and computer vision technology.

Transaction Details and Timing

The transaction is expected to be accretive to Intel’s non-GAAP EPS and free
cash flow immediately. Intel intends to fund the acquisition with cash from
the balance sheet.

The transaction is expected to close within the next nine months. It has been
approved by the Intel and Mobileye Boards of Directors and is subject to the
receipt of certain regulatory approvals and other closing conditions. The
offer is not subject to any financing conditions.

An Extraordinary General Meeting of Mobileye’s shareholders will be convened
in connection with the offer to adopt, among other things, certain resolutions
relating to the transaction.

For further information regarding the terms and conditions contained in the
definitive agreement, please see Intel’s Current Report on Form 8-K and
Mobileye’s Current Report on Form 6-K, which will be filed with the
Securities and Exchange Commission in connection with this transaction. The
offer will be described in more detail in a tender offer statement on Schedule
TO to be filed by Intel and one or more of its subsidiaries and a
solicitation/recommendation statement on Schedule 14D-9 to be filed by
Mobileye.

Citi and Rothschild Inc. serve as financial advisors and Skadden, Arps, Slate,
Meagher & Flom LLP serves as legal counsel to Intel. Raymond James &
Associates, Inc. serves as financial advisor and Morrison & Foerster LLP
serves as legal counsel to Mobileye.

For more information, investors are encouraged to visit
http://intelandmobileye.transactionannouncement.com
(http://cts.businesswire.com/ct/CT?id=smartlink&url=http%3A%2F%2Fintelandmobileye.transactionannouncement.com%2F&esheet=51524451&newsitemid=20170313005535&lan=en-US&anchor=http%3A%2F%2Fintelandmobileye.transactionannouncement.com&index=1&md5=f931229a69abcd6b60624e0b56407780)
, which will be used by Intel and Mobileye to disclose information about the
transaction and comply with Regulation FD.

Transaction Discussion Webcast

Intel and Mobileye management will hold a public webcast at 5:30 a.m. PT (8:30
a.m. ET) today to discuss the transaction. The live webcast and a copy of the
presentation materials can be found at
http://intelandmobileye.transactionannouncement.com
(http://cts.businesswire.com/ct/CT?id=smartlink&url=http%3A%2F%2Fintelandmobileye.transactionannouncement.com&esheet=51524451&newsitemid=20170313005535&lan=en-US&anchor=http%3A%2F%2Fintelandmobileye.transactionannouncement.com&index=2&md5=5d83e5e5348c7843d9ac6096b642ee9d)
. The live webcast can also be accessed in the United States at 1-855-631-5368
and outside the United States at [phone] with the passcode 84684571. A
webcast replay and a copy of the webcast presentation materials will also be
available on Intel’s Investor Relations website at www.intc.com
(http://cts.businesswire.com/ct/CT?id=smartlink&url=http%3A%2F%2Fwww.intc.com&esheet=51524451&newsitemid=20170313005535&lan=en-US&anchor=www.intc.com&index=3&md5=f5f8dc52f38cc918d5f0a8f4fe805c06)
and on Mobileye’s Investor Relations website at ir.mobileye.com
(http://cts.businesswire.com/ct/CT?id=smartlink&url=http%3A%2F%2Fir.mobileye.com%2Finvestor-relations%2Fdefault.aspx&esheet=51524451&newsitemid=20170313005535&lan=en-US&anchor=ir.mobileye.com&index=4&md5=6e571dc75a87be656113ed8aed28c954)
.