INTEL CORPORATION (NASDAQ:INTC) Files An 8-K Other Events
Item8.01
| Other Events. |
On March13, 2017, Intel Corporation (Intel) issued a joint
press release with Mobileye N.V. (Mobileye), announcing
the execution of a Purchase Agreement (the Purchase
Agreement), dated as of March12, 2017, by and among Intel,
Cyclops Holdings, Inc., a wholly owned subsidiary of Intel
(Buyer), and Mobileye. The full text of the joint press
release is attached hereto as Exhibit 99.1 and incorporated
herein by reference.
In addition, on March13, 2017, Intel and Mobileye also held a
conference call for analysts and investors that included a
presentation containing supplemental information regarding the
proposed transaction. A copy of the presentation is attached
hereto as Exhibit99.2.
| Item9.01 | Financial Statements and Exhibits. |
(d) Exhibits
|
Exhibit No. |
Description |
|
| 99.1 |
Joint Press Release of Intel Corporation and Mobileye N.V., dated March13, 2017 |
|
| 99.2 | Investor Presentation, dated March13, 2017 |
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 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
Schedule TO.
Forward-Looking Statements
This Form 8-K 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
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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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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 00.00 at 35.91 with 25,402,348 shares trading hands.