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This is a joint announcement of TomTom N.V.("TomTom") and Tele Atlas N.V. ("Tele Atlas") which is required pursuant to the provisions of section 9b paragraph 1 of the Dutch Securities Markets Supervision Decree 1995 (Besluit toezicht effectenverkeer 1995) in connection with the recommended public offer by TomTom for all outstanding shares in the share capital of Tele Atlas. This announcement and related materials do not constitute an offer to purchase nor a solicitation of an offer to sell shares. Any offer will be made only by means of the Offer Memorandum as defined below. Not for release, distribution or publication, in whole or in part to Australia, Canada or Japan.
2 October 2007
START OF ACCEPTANCE PERIOD OF RECOMMENDED CASH OFFER BY TOMTOM N.V. FOR ALL ISSUED AND OUTSTANDING ORDINARY SHARES WITH A NOMINAL VALUE OF EUR 0.10 EACH IN THE CAPITAL OF TELE ATLAS N.V.
With reference to the press releases of 23 July 2007, 21 August 2007 and 24 September 2007, TomTom N.V. ("TomTom" or the “Offeror”) and Tele Atlas N.V. ("Tele Atlas") hereby jointly announce that TomTom is making a recommended public cash offer for all of the issued and outstanding ordinary shares with a nominal value of EUR 0.10 each (the "Shares"; holders of such Shares being referred to as “Shareholders”) in the capital of Tele Atlas (the "Offer").
Highlights
• The Offer is a cash offer for all the issued and outstanding ordinary shares in the capital of Tele Atlas of EUR 21.25 per Share.
• The acceptance period commences at 9:00 hours, Amsterdam time (3:00 hours New York time) on 3 October 2007 and will end at 15:00 hours Amsterdam time (9:00 hours New York time) on 4 December 2007, unless extended.
• Tele Atlas will convene an extraordinary general meeting of shareholders to be held on 14 November 2007 during which the Offer will be discussed.
• The Boards fully support the Offer and recommend the Offer to all Shareholders for acceptance.
A condition to the Offer is that at least 80% of the issued and outstanding ordinary shares in the share capital of Tele Atlas has been tendered under the Offer as set out in the Offer Memorandum.
The Offer
TomTom is making the Offer, subject to the terms and restrictions contained in the offer memorandum dated 2 October 2007 (the "Offer Memorandum"). Shareholders should refer to the Offer Memorandum for all terms and conditions of the Offer.
Shareholders tendering their Shares under the Offer will be paid, under the terms and subject to the conditions and restrictions contained in the Offer Memorandum, in consideration of each Share validly tendered (or defectively tendered provided that such defect has been waived by the Offeror) and delivered (geleverd) a cash amount of EUR 21.25 (which includes any dividend or other distribution on the Shares that may be declared prior to the Settlement Date and, consequently, the Offer Price per Share will be decreased to reflect such declaration of dividend or other distribution, if any, prior to the Settlement Date) (the "Offer Price per Share").
Extraordinary General Meeting of Shareholders
The Offer will be discussed during an extra-ordinary general meeting of Shareholders, in compliance with the provisions of article 9q, paragraph 1 of the Dutch Securities Trade Supervision Act. This meeting will be held at Euronext, Beursplein 5, Amsterdam, The Netherlands, on 14 November 2007 at 13.30 hours.
Acceptance Period
The Acceptance Period under the Offer begins at 9:00 hours, Amsterdam time (3:00) hours, New York time), on 3 October 2007 and ends at 15:00 hours, Amsterdam time (9:00 hours, New York time), on 4 December 2007, unless extended (the "Acceptance Closing Date"). Acceptance under the Offer must be made in the manner specified in the Offer Memorandum.
Shares tendered on or prior to the Acceptance Closing Date may not be withdrawn, subject to the right of withdrawal of any tender during any extension of the Acceptance Period in accordance with the provisions of article 9o, paragraph 5 of the Securities Markets Supervision Decree 1995 (Besluit toezicht effectenverkeer 1995, "Bte 1995").
Acceptance by Shareholders
Shareholders who hold their Shares through an Admitted Institution are requested to make their acceptance known via their bank or stockbroker no later than 15:00 hours, Amsterdam time (9:00 hours, New York time) on 4 December 2007, unless the Acceptance Period is extended.
Extension
The Offeror may extend the Offer past the (initial or extended) Acceptance Closing Date one or more times as set out in the Offer Memorandum in the event that one or more of the offer conditions as set out in section 6.2 of the Offer Memorandum (the "Offer Conditions") is not fulfilled or waived. If the Offer is extended, a public announcement to that effect shall be made not later than 15:00 hours, Amsterdam time (9:00 hours, New York time) on the third Business Day following the (initial or extended) Acceptance Closing Date in accordance with the provisions of article 9o, paragraph 5 of the Bte 1995. During such extension of the Acceptance Period, any Shares previously tendered and not withdrawn will remain subject to the Offer.
Recommendation of the Boards
The management board and supervisory board of Tele Atlas (collectively: the “Boards”) have duly considered the strategic, financial and social aspects of the Offer and have reached the conclusion that the Offer is in the best interests of Tele Atlas, the Shareholders and the other stakeholders in Tele Atlas. The Boards are of the opinion that the price being offered per Share and the other terms and conditions of the Offer are reasonable and fair to all Shareholders. The Boards therefore support the Offer and recommend the Offer to the Shareholders for acceptance.
Committed Shares
International Asset Management (I.A.M.) B.V. ("IAM") and members of the Boards have irrevocably undertaken to tender all Shares held by each of them (including any Shares acquired pursuant to the exercise of Options prior to the (initial or extended) Acceptance Closing Date) under the terms and subject to the conditions and restrictions of the Offer as described in the Offer Memorandum. IAM and the Members of the Boards have not received any information relevant for the assessment of the Offer which is not included in the Offer Memorandum. This undertaking is in respect of a total of 15,817,403 Shares, representing approximately 17.36 per cent. of the total issued and outstanding share capital of Tele Atlas at the date of the Offer Memorandum.
Declaring the Offer Unconditional (gestanddoening)
The Offer shall be subject to the fulfillment of the Offer Conditions, including, but not limited to, the condition that at least 80 per cent. of the issued and outstanding share capital of Tele Atlas will be tendered under the Offer ("Minimum Acceptance Condition"). The Offeror, or the Offeror and Tele Atlas jointly, as the case may be, reserve the right to waive certain Offer Conditions.
Within five Business Days following the (initial or extended) Acceptance Closing Date, such date being the Unconditional Date, the Offeror will determine whether the Offer Conditions have been fulfilled or are to be waived by the Offeror or the Offeror and Tele Atlas jointly, as the case may be, and will announce whether (i) the Offer has been declared unconditional, (ii) there is still uncertainty as to the fulfillment of any of the Offer Conditions, or (iii) the Offer is terminated, as a result of the Offer Conditions not having been fulfilled or waived by the Offeror or by the Offeror and Tele Atlas jointly, as the case may be, all in accordance with
article 9t, paragraph 4 of the Bte 1995.
Settlement
In the event that the Offeror announces that the Offer is declared unconditional (gestand wordt gedaan), the Shareholders having tendered their Shares for acceptance will receive within five Business Days following the Unconditional Date (the "Settlement Date"), the Offer Price per Share in respect of each Share validly tendered (or defectively tendered provided that such defect has been waived by the Offeror) and delivered (geleverd) under the terms and subject to the conditions and restrictions of the Offer.
Post Acceptance
On the Unconditional Date, the Offeror may announce a post-acceptance period (na-aanmeldingstermijn) for the Offer with a maximum period of fifteen Business Days.
Announcements
Any announcement that is required to be made in relation to the Offer will be issued by press release and will be published in at least Het Financieele Dagblad and the Daily Official List (Officiële Prijscourant), as appropriate, and released to the Dow Jones News Service. Subject to any applicable requirements of Dutch tender offer regulations and other applicable laws and without limiting the manner in which the Offeror may choose to make any public announcement, the Offeror will have no obligation to communicate any public announcement other than as described above.
Liquidity and delisting
The purchase of the Shares by the Offeror pursuant to the Offer, among other things, will reduce the number of Shareholders and the number of Shares that might otherwise trade publicly and thus adversely affect the liquidity and market value of the Shares not tendered.
Subject to the Offer being declared unconditional and in the event that 95% of the Shares have been tendered under the Offer, the Offeror intends to terminate the listing of the Shares on Euronext Amsterdam and the Frankfurt Stock Exchange as soon as legally practicable. This would further adversely affect the liquidity and market value of any Shares not tendered.
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. The price paid for any Share purchased outside the Offer by the Offeror shall not exceed the Offer Price per Share. In addition, in accordance with Dutch law and with exemptive relief granted by the Staff from Rule 14e-5, Goldman Sachs, serving as financial advisor to the Offeror, or its 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 Financiële 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
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's 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.