01—Abstract
Summary
Summary of the 8-K filed March 13, 2017. Cited figures are marked; the original filing is the authoritative source.
Intel Corporation (INTC) announced on March 13, 2017, that it has entered into a definitive agreement to acquire Mobileye N.V.
(Mobileye) through a tender offer. Intel, via its subsidiary Cyclops Holdings, Inc., will commence an offer to purchase all outstanding ordinary shares of Mobileye for $63.54a per share in cash. This strategic acquisition signals Intel's significant commitment to the autonomous driving and advanced driver-assistance systems (ADAS) markets, positioning the company for growth in these rapidly evolving technology sectors.
The acquisition is subject to customary closing conditions, including a minimum tender of 95%b of Mobileye's shares (reducible to 80% or 67% under specific conditions, such as tax rulings and shareholder approvals), regulatory approvals, and the absence of material adverse effects on Mobileye. Following the offer, Intel anticipates delisting Mobileye and integrating its business, with provisions for post-acquisition reorganization. The tender and support agreements from key Mobileye shareholders, including its CEO and CTO, ensure significant shareholder backing for the transaction.
02—Key points
Key Highlights
- Intel to acquire Mobileye N.V. for $63.54 per share in cash via a tender offer, valuing the deal at approximately $15.3 billion.
- The acquisition significantly bolsters Intel's presence in the rapidly growing autonomous driving and ADAS markets.
- The offer price represents a substantial premium to Mobileye's recent trading price, providing a strong return for Mobileye shareholders.
- Key Mobileye founders and executives (CEO and CTO) have entered into tender and support agreements, committing to tender their shares and support the transaction.
- The transaction is subject to a minimum tender condition, initially set at 95% of Mobileye's shares, with provisions for reduction under certain circumstances.
- Post-acquisition, Intel plans to delist Mobileye from the NYSE and integrate its technology and team into Intel's operations.
- A non-competition agreement has been entered into with Mobileye's CTO, Amnon Shashua, ensuring his continued cooperation and support during the transition period.
03—Questions
Frequently Asked Questions
What is the primary purpose of this 8-K filing for Intel Corp (INTC)?
This 8-K filing announces Intel's definitive agreement to acquire Mobileye N.V. through a cash tender offer. It details the terms of the agreement, the offer price, the conditions for closing the transaction, and the treatment of Mobileye's equity awards. It serves as a material event disclosure for investors.
What is the offer price for Mobileye shares and what is the total potential value of the transaction?
Intel is offering $63.54 per Mobileye share in cash. Based on Mobileye's outstanding shares at the time, this values the company at approximately $15.3 billion.
What are the key conditions that must be met for the acquisition to be completed?
Key conditions include a minimum tender of at least 95% of Mobileye's shares (which can be reduced under certain conditions, including tax rulings and shareholder approvals), receipt of necessary regulatory approvals (e.g., antitrust clearances), the absence of any legal restraints prohibiting the transaction, accuracy of Mobileye's representations and warranties, and no material adverse effect on Mobileye.
How will Mobileye's existing equity awards (RSUs and Options) be treated?
Outstanding Mobileye RSUs and vested Mobileye Options will be canceled and cashed out at the offer price (less exercise price for options). Unvested RSUs and Options will be converted into awards for Intel shares, with their terms (vesting, etc.) adjusted based on the offer price and Intel's stock price.
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