Garmin and TomTom in competition to acquire Tele Atlas.
Tele Atlas has announced that it received from Garmin a letter communicating that Garmin intends to make an offer for all of the outstanding shares in Tele Atlas for €24.50 per share in cash. Tele Atlas understands that the Garmin Proposal will be subject to receipt of the requisite antitrust approvals and tender of at least 66.67% of the issued share capital of Tele Atlas, and that it is not subject to financing conditions. Garmin has stated that if the strategic combination were successfully completed, Tele Atlas will continue its business as a separate entity, based and headquartered in the Netherlands.
As announced on July 23, 2007, Tele Atlas entered into a merger protocol with TomTom, pursuant to which TomTom agreed to make an offer for all of the shares of Tele Atlas for €21.25 per share in cash, as more fully described in the offer memorandum published by TomTom on 2 October 2007. Under the TomTom Agreement, if Tele Atlas receives a superior proposal, TomTom has a right to match that superior proposal within a five business day period from the date Tele Atlas notifies TomTom that a superior proposal has been received. If TomTom chooses not match that superior proposal within the five business day period, Tele Atlas intends to terminate the TomTom Agreement.
The Management Board and Supervisory Board of Tele Atlas have concluded that the Garmin Proposal qualifies as a superior proposal, as defined in the TomTom Agreement, and have notified TomTom that the Boards intend to support and recommend Garmin’s Proposal, unless TomTom matches the Garmin Proposal within the five business day period expiring close of business in the Netherlands on November 8, 2007. In order to support and recommend Garmin’s Proposal, Tele Atlas expects that it will receive binding commitments from Garmin reflecting the terms of its Proposal. Until such time, the Boards do not intend to change their recommendation regarding the proposed business combination with TomTom. Further, pursuant to the TomTom Agreement, the Boards have informed TomTom today that if it matches the Garmin Proposal within the five business day period, the Boards will recommend the revised TomTom offer. If TomTom does not match the Garmin Proposal, Tele Atlas intends to terminate the TomTom Agreement.
Pursuant to the TomTom Agreement, in reaching a determination that the Garmin Proposal is superior to the TomTom Offer, and in evaluating whether a revised TomTom offer (if any) matches or is superior to Garmin’s Proposal, the Tele Atlas Board has carefully considered and will carefully consider the terms and conditions of each proposal taken as a whole, including all legal, financial and regulatory aspects of such proposals.
In the event that TomTom chooses not to match the Garmin Proposal, the Boards intend to take up Garmin’s invitation and meet with Garmin’s management.
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