INTEL CORPORATION (NASDAQ:INTC) Files An 8-K Entry into a Material Definitive Agreement

INTEL CORPORATION (NASDAQ:INTC) Files An 8-K Entry into a Material Definitive Agreement

Item1.01

Entry into a Material Definitive Agreement.

On March12, 2017, Intel Corporation (Intel), entered into
a Purchase Agreement (the Purchase Agreement) with
Mobileye N.V. (the Company or Mobileye) and Cyclops
Holdings, Inc., a wholly owned subsidiary of Intel
(Buyer).

The Purchase Agreement and the Offer

to the terms of the Purchase Agreement, and upon the terms and
subject to the conditions thereof, Buyer will commence a tender
offer (the Offer) to purchase all of the issued and
outstanding ordinary shares, par value EUR 0.01 per share, of
Mobileye (the Mobileye Shares) at a price of $63.54 per
Mobileye Share, net to the seller in cash, without interest, but
subject to any applicable withholding taxes (the Offer
Price). The Offer will initially remain open until the later
of (a)21 business days from the commencement date of the Offer
and (b)the date that is six business days after the date of the
extraordinary general meeting of the shareholders of the Company
to be held to approve certain matters relating to the Offer (the
EGM), subject to extension in accordance with the
provisions of the Purchase Agreement (such initial date and time,
or the date and time to which the Offer has been so extended, the
Expiration Time).

Closing Conditions

Buyers obligation to purchase Mobileye Shares validly tendered
and not properly withdrawn to the Offer is subject to the
satisfaction or waiver (except for the Minimum Condition (as
defined below), which cannot be waived by Intel or Buyer) of
various closing conditions, including:

(a)Mobileye Shares having been validly tendered and not properly
withdrawn (excluding Mobileye Shares tendered to guaranteed
delivery procedures that have not yet been delivered in
settlement or satisfaction of such guarantee prior to the
expiration of the Offer) that represent, together with the shares
then owned by Intel or its affiliates, at least 95% of the
Companys issued capital (geplaatst kapitaal) (the
Minimum Condition); provided that (x)Buyer may, in its
sole discretion, amend the Minimum Condition to a percentage not
less than 80% and (y)if, prior to the Expiration Time, (i)the
Company receives a favorable ruling (the Pre-Wired Asset Sale
Ruling) from the Israeli Tax Authority relating to the
proposed Asset Sale and Liquidation (each as defined below), the
Minimum Condition will be automatically reduced to 80% and
(ii)the Company receives the Pre-Wired Asset Sale Ruling and
resolutions are adopted at the EGM (A)to approve an amendment of
the Companys articles of association, including the conversion of
the Company into a private limited liability company under Dutch
law (the Conversion Resolutions) and (B)to approve the
Asset Sale and Liquidation, then the Minimum Condition will be
automatically reduced to 67%;

(b)the expiration or termination of any waiting period (and
extensions thereof) applicable to the Offer and the other
transactions contemplated by the Purchase Agreement under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended,
and the Israel Restrictive Trade Practices Law, 5748-1988, as
amended, to the extent applicable, and the receipt of all other
clearances or approvals under applicable antitrust laws
(collectively, the Required Antitrust Approvals);

(c)the absence of any applicable law or order of a governmental
authority prohibiting the consummation of the Offer or the other
transactions contemplated by the Purchase Agreement (other than
the Call Option (as defined below)) (collectively, the Legal
Restraints); provided that the condition described in this
paragraph (c)shall not apply to Legal Restraints against the
Asset Sale, the Liquidation or the Second Step Distribution (as
defined below), or to any other Post-Offer Reorganization (as
defined below) (other than (x)a compulsory acquisition of
Mobileye Shares from each minority shareholder in accordance with
Section2:92a or, if applicable, Section2:201a of the Dutch Civil
Code (the Compulsory Acquisition) and (y)an election by
the Company to U.S. Treasury Regulations Section301.7701-3 to be
classified as a partnership or as a disregarded entity, as
reasonably determined by Intel or Buyer) to the extent there
shall have been validly tendered in accordance with the terms of
the Offer, and not properly withdrawn, a number of Mobileye
Shares (excluding Mobileye Shares tendered to guaranteed delivery
procedures that have not yet been delivered in settlement or
satisfaction of such guarantee prior to the Expiration Time)
that, together with the Mobileye Shares then owned by Intel or
its affiliates, represents at least 95% of the Companys issued
capital (geplaatst kapitaal) immediately prior to the
Expiration Time;

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(d)the accuracy of
the representations and warranties of Mobileye contained in the
Purchase Agreement (subject to certain materiality
standards);

(e)Mobileyes
performance of or compliance in all material respects with its
covenants contained in the Purchase Agreement;

(f)there not
having been a material adverse effect on Mobileye following the
execution of the Purchase Agreement;

(g) the
resignations of all existing members of the board of directors of
Mobileye (the Company Board) (other than any Independent
Directors (as defined below) who elect with Buyers consent to
continue to serve on the Company Board as described below) and
the replacement of such resigning directors by at least seven
directors, (i)at least fiveof whom may not be independent of
Buyer and the Company (the Buyer Directors) and who will
be designated in writing, in Buyers sole discretion, prior to
convening the EGM, and (ii)at least twoof whom will initially be
current non-executive directors of the Company and who will at
all times remain independent from Intel and Buyer (the
Independent Directors), with Buyer designating a
replacement in the manner described above for any current
Independent Director who does not wish to continue to serve on
the Company Board after the closing of the Offer (the Offer
Closing), as contemplated by Section 2.05(a) of the Purchase
Agreement; and

(h) the adoption
of one or more resolutions at the EGM to appoint the Buyer
Directors and the Independent Directors (if such Independent
Directors are not already members of the Company Board), to
replace the resigning members of the Company Board.

The Purchase
Agreement provides, among other things, that following the Offer
Closing, Intel and Buyer may effectuate a corporate
reorganization of Mobileye and its subsidiaries (a Post-Offer
Reorganization). If Mobileye has received the Pre-Wired Asset
Sale Ruling and Buyer or any of its affiliates acquire at least
67% of the Companys issued capital (geplaatst kapitaal)
as of the Offer Closing (and the subsequent offering periods
provided in the Purchase Agreement), Buyer would be entitled to
effectuate the Post-Offer Reorganization by means of a sale of
all of the assets of Mobileye to Buyer (the Asset Sale),
followed promptly by a liquidation of Mobileye (the
Liquidation). If Buyer or any of its affiliates acquire
95% or more of the Companys issued capital (geplaatst
kapitaal) as of the Offer Closing (and the subsequent
offering periods provided in the Purchase Agreement), the parties
anticipate that the Post-Offer Reorganization would be undertaken
through the Compulsory Acquisition. The Asset Sale and the
Liquidation are subject to approval by Mobileyes shareholders at
the EGM. If Buyer commences the Liquidation, Mobileye will be
dissolved in accordance with Section2:19 of the Dutch Civil Code
and all holders of Mobileye Shares who did not tender their
Mobileye Shares in the Offer (the Non-Tendering
Shareholders) will receive, for each Mobileye Share then
held, an amount in cash equal to the Offer Price (without
interest, but subject to any applicable withholding taxes) (the
Second Step Distribution). If Buyer commences the
Compulsory Acquisition, the Non-Tendering Shareholders will
receive, for each Mobileye Share then held, an amount in cash
determined by the Enterprise Chamber of the Amsterdam Court of
Appeals, as determined to Dutch law. As contemplated by
Section2.08 of the Purchase Agreement, the Company has granted
Buyer an irrevocable option (the Call Option) to purchase,
after the closing of the Offer, up to such number of newly issued
Mobileye Shares as necessary to increase Buyers ownership
interest in the Company by 15% of the total ownership of Mobileye
Shares, after giving effect to the exercise in full of the Call
Option (in the aggregate, the Option Shares), in exchange
for an amount per Mobileye Share equal to the Offer Price,
payable in the manner specified in Section2.08 of the Purchase
Agreement.

It is expected
that following the completion of the Offer, Mobileye will no
longer be a publicly traded company, the listing of the Mobileye
Shares on the New York Stock Exchange will be terminated and the
Mobileye Shares will be deregistered under the Securities
Exchange Act of 1934 (the Exchange Act) resulting in the
cessation of Mobileyes reporting obligations with respect to the
Mobileye Shares thereunder.

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Treatment of
Equity Awards

The Purchase
Agreement provides for the following treatment of the equity
awards of Mobileye upon the payment by Buyer for all Mobileye
Shares tendered as of the Offer Closing:

At the Offer
Closing, each outstanding award of restricted stock units in
respect of Mobileye Shares (each, a Mobileye RSU) that is
either (i)held by a person other than an employee continuing
employment with the Company, Intel, Buyer or a subsidiary of any
of the foregoing, whether vested or unvested, (ii)vested (or that
in the absence of the transactions contemplated by the Purchase
Agreement would become vested within two years following the
Offer Closing and are held by a continuing employee whose
employment with the Company commenced prior to the date of the
Purchase Agreement) or (iii)subject to acceleration solely as a
result of the completion of the transactions contemplated by the
Purchase Agreement, will be canceled in exchange for an amount in
cash (without interest and subject to required withholding) equal
to (x)the Offer Price multiplied by (y)the total number of
Mobileye Shares subject to such Mobileye RSU.

At the Offer
Closing, each outstanding award of unvested Mobileye RSUs will be
converted into an equity award subject to the same terms and
conditions (including vesting, acceleration, and forfeiture
provisions) as immediately prior to the Offer Closing, with
respect to a number of shares of common stock, par value $0.001
per share, of Intel (the Intel Shares) (rounded down to
the nearest whole share) equal to (x)the total number of Mobileye
Shares subject to such Mobileye RSU multiplied by (y)the Equity
Award Adjustment Ratio. The Equity Award Adjustment Ratio
is equal to (1)the Offer Price divided by (2)the average closing
price of Intel Shares on the NASDAQ for the five consecutive
trading days ending on the trading day immediately preceding the
Offer Closing.

At the Offer
Closing, each outstanding option granted by Mobileye to acquire
Mobileye Shares (each, a Mobileye Option) that is either
(i)held by a person other than an employee continuing employment
with the Company, Intel, Buyer or a subsidiary of any of the
foregoing, whether vested or unvested, (ii)vested (or that in the
absence of the transactions contemplated by the Purchase
Agreement would become vested within two years following the
Offer Closing and are held by a continuing employee whose
employment with the Company commenced prior to the date of the
Purchase Agreement), (iii)held by certain individuals, whether
vested or unvested, or (iv)subject to acceleration solely as a
result of the completion of the transactions contemplated by the
Purchase Agreement (each, a Terminating Option), will be
canceled in exchange for an amount in cash (without interest and
subject to required withholding) equal to (x)the excess, if any,
of the Offer Price over the applicable per share exercise price
of such Mobileye Option multiplied by (y)the number of Mobileye
Shares subject to such Mobileye Option. Each Terminating Option
that is outstanding and unexercised immediately prior to the
Offer Closing that has an exercise price equal to or greater than
the Offer Price will be cancelled as of the Offer Closing without
consideration therefor and the holder of such Terminating Option
will cease to have any rights with respect thereto. Any payment
with respect to a Terminating Option will be subject to
withholding requirements.

At the Offer
Closing, each outstanding unvested Mobileye Option will be
converted into an option to purchase, subject to the same terms
and conditions (including vesting, acceleration, and forfeiture
provisions) as immediately prior to the Offer Closing, a number
of Intel Shares (rounded down to the nearest whole share) equal
to (a)the number of Mobileye Shares subject to such Mobileye
Option multiplied by (b)the Equity Award Adjustment Ratio, with
an exercise price per share (rounded up to the nearest whole
cent) equal to (1)the per share exercise price of such Mobileye
Option divided by (2)the Equity Award Adjustment Ratio.

Representations,
Warranties and Covenants

The Purchase
Agreement includes customary representations, warranties and
covenants of Intel, Buyer and Mobileye.Until the earlier of the
termination of the Purchase Agreement and Offer Closing, Mobileye
has agreed to operate its business and the business of its
subsidiaries in the ordinary course consistent with past practice
and has agreed to certain other operating covenants, as set forth
more fully in the Purchase Agreement. Mobileye has also agreed to
cease all existing, and to not solicit or initiate, discussions
with third parties regarding other proposals to acquire
Mobileye.Subject to certain restrictions, Mobileye may take
certain actions with respect to an unsolicited proposal.In
addition, subject to the limitations set forth in the Purchase
Agreement, Intel, Buyer and Mobileye have agreed to use their
respective reasonable best efforts to obtain the Required
Antitrust Approvals.

4

Termination
Rights

The Purchase
Agreement contains certain termination rights, including (i)the
right of either party to terminate the Purchase Agreement if the
Offer is not consummated on or before March12, 2018 (subject to
certain extension rights), (ii)the right of Mobileye to terminate
the Purchase Agreement to accept a superior proposal for an
alternative acquisition transaction (where the receipt of such
superior proposal was not proximately caused by a breach of
Mobileyes non-solicitation obligations and provided Mobileye
complies with certain notice and other requirements under the
Purchase Agreement and where such superior proposal includes a
purchase price per Mobileye Share in cash that is at least $6.354
higher than the Offer Price) and (iii)the right of Intel to
terminate due to a change of recommendation by the Company Board.
None of the parties is required to pay any compensation to the
other parties in the event the Purchase Agreement is terminated
in accordance with its terms.

The foregoing
description of the Purchase Agreement does not purport to be
complete, and is qualified in its entirety by reference to the
full text of the Purchase Agreement, which is attached hereto as
Exhibit2.1and is incorporated herein by reference.

The Purchase
Agreement has been included to provide investors with information
regarding its terms. It is not intended to provide any other
factual information about Intel, Buyer and Mobileye. The
representations, warranties and covenants contained in the
Purchase Agreement were made only for purposes of the Purchase
Agreement as of the specific dates set forth therein, were solely
for the benefit of the parties to the Purchase Agreement, may be
subject to limitations agreed upon by the contracting parties,
including being qualified by confidential disclosures made for
the purposes of allocating contractual risk between the parties
to the Purchase Agreement instead of establishing these matters
as facts, and may be subject to standards of materiality
applicable to the contracting parties that differ from those
applicable to investors. Investors are not third-party
beneficiaries under the Purchase Agreement and should not rely on
the representations, warranties and covenants or any descriptions
thereof as characterizations of the actual state of facts or
condition of the parties thereto or any of their respective
subsidiaries or affiliates. Moreover, information concerning the
subject matter of representations and warranties may change after
the date of the Purchase Agreement, which subsequent information
may or may not be fully reflected in Mobileyes or Intels public
disclosures.

Tender and
Support Agreements

On March12, 2017,
in connection with the Offer, each of Mr.Ziv Aviram, Co-Founder
and Chief Executive Officer of the Company, and Prof. Amnon
Shashua, Co-Founder and Chief Technology Officer of the Company
(each, a Shareholder), in their respective capacities as
shareholders of the Company, entered into a Tender and Support
Agreement with Intel and Buyer (each, a Support
Agreement). Under the terms of the Support Agreements, each
Shareholder has agreed, among other things, to tender its
Mobileye Shares in the Offer, not to vote in favor of any
alternative acquisition proposal, not to sell any of such
Shareholders Mobileye Shares other than in connection with the
Offer (or to Rule 10b5-1 plans in effect as of the date of the
Support Agreements) and to certain non-solicitation provisions.
As of March12, 2017, Mr.Aviram beneficially owned 5,981,105
Mobileye Shares or approximately 2.7% and Prof. Shashua
beneficially owned 7,916,895 Mobileye Shares or approximately
3.6%, in each case, of the total of all shares of the Companys
ordinary shares that are issued and outstanding in accordance
with Rule 13d-3(d)(1)(i) under the Exchange Act. The Shareholders
obligations under the Support Agreements terminate in the event
that the Purchase Agreement is terminated in accordance with its
terms; provided that each Shareholders obligations not to vote in
favor of any alternative acquisition proposal and not to sell any
of such Shareholders Mobileye Shares other than in connection
with the Offer, and the non-solicitation provisions of the
Support Agreements, do not terminate until six months after any
termination of the Purchase Agreement.

The foregoing
description of the Support Agreements does not purport to be
complete, and is qualified in its entirety by reference to the
full text of each of the Support Agreements, which are attached
hereto as Exhibit 10.1 and 10.2 and are incorporated herein by
reference, respectively.

Non-Competition
Agreement

On March12, 2017, in
connection with the Offer, Prof. Amnon Shashua, Co-Founder and Chief
Technology Officer of the Company, and Intel entered into a
non-competition agreement (the Non-Competition Agreement)
in favor of Intel.

5

Under the terms of the
Non-Competition Agreement, Prof.Shashua agrees that, in
connection with the sale of his ownership interest in the
Company, for the period beginning at and as of the Closing (as
defined in the Purchase Agreement) and ending on the date that is
18-months following his separation from employment with the
Company (provided that his separation from employment with the
Company occurs on or before the three (3)-year anniversary of the
Closing), he will not compete with the business of the Company,
solicit customers or clients of the business of the Company or
make disparaging remarks about the Company, Intel or any of
Intels affiliates. In connection with his execution of the
Non-Competition Agreement, Prof.Shashua entered into an addendum
to his employment agreement with the Companys wholly owned
subsidiary, Mobileye Vision Technologies Ltd., to which
Prof.Shashua agreed to a revised vesting schedule for Mobileye
Options and Mobileye RSUs held by him that would otherwise
accelerate and vest in connection with the transaction under
which no vesting would occur prior to the third (3rd) anniversary
of the Closing, 50% of all such unvested equity awards would vest
upon the third (3rd) anniversary of the Closing and the remaining
50% of all such unvested equity awards would vest upon the fourth
(4th) anniversary of the Closing.

The foregoing description of
the Non-Competition Agreement does not purport to be complete,
and is qualified in its entirety by reference to the full text of
the Non-Competition Agreement, which is attached hereto as
Exhibit 10.3 and incorporated herein by
reference.

Item9.01

Financial Statements and Exhibits.

(d)
Exhibits

*	Schedules and exhibits have been omitted to Item 601(b)(2) of Regulation S-K. Intel agrees to furnish supplementally a copy of any such schedule or exhibit to the U.S. Securities and Exchange Commission upon request.

Additional
Information and Where to Find
It

The tender offer described
herein has not yet commenced.This Form 8-K is for informational
purposes only and is neither an offer to purchase nor a
solicitation of an offer to sell any ordinary shares of Mobileye
N.V. (Mobileye) or any other securities. On the commencement date
of the tender offer, a tender offer statement on Schedule TO,
including an offer to purchase, a letter of transmittal and
related documents, will be filed with the U.S. Securities and
Exchange Commission (the SEC) by Intel and one or more of its
subsidiaries and a solicitation/recommendation statement on
Schedule 14D-9 will be filed with the SEC by Mobileye. The offer
to purchase all of the issued and outstanding ordinary shares of
Mobileye will only be made to the offer to purchase, the letter
of transmittal and related documents filed as a part of the
tender offer statement on Schedule TO. THE TENDER OFFER MATERIALS
(INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL
AND CERTAIN OTHER TENDER OFFER DOCUMENTS) AND THE
SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE 14D-9 WILL
CONTAIN IMPORTANT INFORMATION. INVESTORS AND SHAREHOLDERS OF
MOBILEYE ARE URGED TO READ THESE DOCUMENTS CAREFULLY WHEN THEY
BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION
THAT SUCH HOLDERS SHOULD CONSIDER BEFORE MAKING
ANY

6

DECISION REGARDING TENDERING
THEIR ORDINARY SHARES. Investors and security holders may obtain
a free copy of these statements (when available) and other
documents filed with the SEC at the website maintained by the SEC
at www.sec.gov, at the transaction website
(http://intelandmobileye.transactionannouncement.com), or by
directing such requests to the Information Agent for the tender
offer that will be named in the tender offer statement on
ScheduleTO.

Forward-Looking
Statements

This document and the
materials attached hereto contain forward-looking statements
related to the proposed transaction between Intel and Mobileye,
including statements regarding the benefits and the timing of the
transaction as well as statements regarding the companies
products and markets. Words such as anticipate, believe,
estimate, expect, forecast, intend, may, plan, project, predict,
should, would and will and variations of such words and similar
expressions are intended to identify such forward-looking
statements. Such statements are based on managements expectations
as of the date they were first made and involve risks and
uncertainties that could cause our actual results to differ
materially from those expressed or implied in our forward-looking
statements. Such risks and uncertainties include, among others,
the outcome of regulatory reviews of the proposed transaction;
the ability of the parties to complete the transaction in the
time expected or at all; the ability of Intel to successfully
integrate Mobileyes business; the market for advanced driving
assistance systems and autonomous driving may develop more slowly
than expected or than it has in the past; evolving government
regulation of the advanced driving assistance systems and
autonomous driving markets; the risk that we are unable to
commercially develop the technologies acquired or achieve the
anticipated benefits and synergies of the transaction; the risk
that we are unable to develop derivative works from the
technologies acquired; our ability to attract new or maintain
existing customer and supplier relationships at reasonable cost;
the failure to protect and enforce our intellectual property
rights; assertions or claims by third parties that we infringe
their intellectual property rights; the risk of technological
developments and innovations by others; the risk of potential
losses related to any product liability claims and litigation;
the risk that the parties are unable to retain and hire key
personnel; unanticipated restructuring costs may be incurred or
undisclosed liabilities assumed; and other risks detailed in
Intels and Mobileyes filings with the SEC, including those
discussed in Intels most recent Annual Report on Form 10-K and in
any subsequent periodic reports on Form 10-Q and Form 8-K and
Mobileyes most recent Annual Report on Form 20-F and in any
subsequent reports on Form 6-K, each of which is on file or
furnished with the SEC and available at the SECs website at
www.sec.gov. SEC filings for Intel are also available on Intels
Investor Relations website at www.intc.com, and SEC filings for
Mobileye are available in the Investor Relations section of
Mobileyes website at ir.mobileye.com. Readers are cautioned not
to place undue reliance on these forward-looking statements,
which speak only as of their dates. Unless otherwise required by
applicable law, Intel and Mobileye undertake no obligation and do
not intend to update these forward-looking statements, whether as
a result of new information, future events or
otherwise.

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to the requirements of the
Securities Exchange Act of 1934, the Registrant has duly caused
this report to be signed on its behalf by the undersigned
hereunto duly authorized.

						INTEL CORPORATION (Registrant)
						/s/ Suzan A. Miller
						Suzan A. Miller
Date: March13, 2017						Vice President, Deputy General Counsel and Corporate Secretary

EXHIBIT
INDEX

Exhibit No.		Description
2.1		Purchase Agreement, dated as of March12, 2017, by and among Intel Corporation, Cyclops Holdings, Inc. and Mobileye N.V.*
10.1		Tender and Support Agreement, dated as of March12, 2017, by and among Ziv Aviram, Intel Corporation and Cyclops Holdings, Inc.*
10.2		Tender and Support Agreement, dated as of March12, 2017, by and among Amnon Shashua, Intel Corporation and Cyclops Holdings, Inc.*
10.3		Non-Competition Agreement, dated as of March12, 2017, by and between Amnon Shashua and Intel Corporation.

*	Schedules and exhibits have been omitted

About INTEL CORPORATION (NASDAQ:INTC)
Intel Corporation is engaged in the design and manufacture of digital technology platforms. The Company’s segments include Client Computing Group (CCG), Data Center Group (DCG), Internet of Things Group (IOTG), Software and Services (SSG) and All Other. CCG segment includes platforms designed for notebooks (including Ultrabook devices), 2 in 1 systems, desktops (including all-in-ones and personal computers (PCs)), tablets, phones, wireless and wired connectivity products, and mobile communication components. DCG segment includes server, network and storage platforms designed for the enterprise, cloud, communications infrastructure and technical computing segments. IOTG segment includes platforms designed for Internet of Things market segments, including retail, transportation, industrial, and buildings and home use. SSG segment includes Intel Security Group, and Software and Services group. All Other segment includes Non-Volatile Memory Solutions Group and the New Devices Group. INTEL CORPORATION (NASDAQ:INTC) Recent Trading Information
INTEL CORPORATION (NASDAQ:INTC) closed its last trading session down -0.75 at 35.16 with 52,088,520 shares trading hands.