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der file number 34158597 ("Mobileve"), contained herein and elsewhere in the Offer to Purchase has been provided to Purchaser (as defined below) ln• Mobileye or has been taken front or is based upon publicly available documents or records of Mobileye on fde with the United States Securities and Exchange
e has been provided to Purchaser (as defined below) ln• Mobileye or has been taken front or is based upon publicly available documents or records of Mobileye on fde with the United States Securities and Exchange Commission (the "SEC"l or other public sources at the time of the Offer and Purchaser has not
ly verified the accuracy and completeness of such information. Securities Sought All outstanding ordinary shares, nominal value E0.01 per share, of Mobileye (the "Shares"). Price Offered Per Share $63.54 per Share, less any applicable withholding taxes and without interest, to the holders thereof and
e, on June 21, 2017, unless the Offer is extended or earlier terminated (the "Expiration Time•'). See Section I — "Terms of the Offer." Purchaser Cyclops Holdings. LLC, a Delaware limited liability company ("Purchaser"), and a wholly owned subsidiary of Intel Corporation, a Delaware corporation ("Intel"). Who
der file number 34158597 ("Mobileve"), contained herein and elsewhere in the Offer to Purchase has been provided to Purchaser (as defined below) ln• Mobileye or has been taken front or is based upon publicly available documents or records of Mobileye on fde with the United States Securities and Exchange
e has been provided to Purchaser (as defined below) ln• Mobileye or has been taken front or is based upon publicly available documents or records of Mobileye on fde with the United States Securities and Exchange Commission (the "SEC"l or other public sources at the time of the Offer and Purchaser has not
ly verified the accuracy and completeness of such information. Securities Sought All outstanding ordinary shares, nominal value E0.01 per share, of Mobileye (the "Shares"). Price Offered Per Share $63.54 per Share, less any applicable withholding taxes and without interest, to the holders thereof and
e, on June 21, 2017, unless the Offer is extended or earlier terminated (the "Expiration Time•'). See Section I — "Terms of the Offer." Purchaser Cyclops Holdings. LLC, a Delaware limited liability company ("Purchaser"), and a wholly owned subsidiary of Intel Corporation, a Delaware corporation ("Intel"). Who
der file number 34158597 ("Mobileve"), contained herein and elsewhere in the Offer to Purchase has been provided to Purchaser (as defined below) ln• Mobileye or has been taken front or is based upon publicly available documents or records of Mobileye on fde with the United States Securities and Exchange
e has been provided to Purchaser (as defined below) ln• Mobileye or has been taken front or is based upon publicly available documents or records of Mobileye on fde with the United States Securities and Exchange Commission (the "SEC"l or other public sources at the time of the Offer and Purchaser has not
ly verified the accuracy and completeness of such information. Securities Sought All outstanding ordinary shares, nominal value E0.01 per share, of Mobileye (the "Shares"). Price Offered Per Share $63.54 per Share, less any applicable withholding taxes and without interest, to the holders thereof and
e, on June 21, 2017, unless the Offer is extended or earlier terminated (the "Expiration Time•'). See Section I — "Terms of the Offer." Purchaser Cyclops Holdings. LLC, a Delaware limited liability company ("Purchaser"), and a wholly owned subsidiary of Intel Corporation, a Delaware corporation ("Intel"). Who
jurisdiction to be designated by Purchaser. 19. Miscellaneous. The Offer is not being made to (nor will tenders be accepted from or on behalf of) Mobileye shareholders in any jurisdiction in which the making of the Offer or the acceptance thereof would not be in compliance with the securities, blue sk
be examined at. and copies may be obtained from, the SEC in the manner set forth under Section 7 — 'Certain Information Concerning Mobileye" above. Cyclops Holdings. LLC Intel Corporation April 5,2017 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0078733 CONFIDENTIAL SONY GM_00224917 EFTA0138033
, the "Purchase Agreement"). by and among Intel. Cyclops Holdings. Inc.. a Delaware corporation and wholly owned subsidiary of Intel ("Cyclops") and Mobileye. On April 4, 2017, Cyclops convened from a Delaware corporation to a Delaware limited liability company (the 'Conversion"). The Conversion has not
INTRODUCTION To the Holders of Ordinary Shares ol'Moblleye N.V.: Cyclops Holdings. LLC, a Delaware limited liability company ("Purchaser") and a wholly owned subsidiary of Intel Corporation. a Delaware corporation ("Intel"), is of
jurisdiction to be designated by Purchaser. 19. Miscellaneous. The Offer is not being made to (nor will tenders be accepted from or on behalf of) Mobileye shareholders in any jurisdiction in which the making of the Offer or the acceptance thereof would not be in compliance with the securities, blue sk
be examined at. and copies may be obtained from, the SEC in the manner set forth under Section 7 — 'Certain Information Concerning Mobileye" above. Cyclops Holdings. LLC Intel Corporation April 5,2017 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0083591 CONFIDENTIAL SDNY GM_00229775 EFTA0138376
, the "Purchase Agreement"). by and among Intel. Cyclops Holdings. Inc.. a Delaware corporation and wholly owned subsidiary of Intel ("Cyclops") and Mobileye. On April 4, 2017, Cyclops convened from a Delaware corporation to a Delaware limited liability company (the 'Conversion"). The Conversion has not
INTRODUCTION To the Holders of Ordinary Shares ol'Moblleye N.V.: Cyclops Holdings. LLC, a Delaware limited liability company ("Purchaser") and a wholly owned subsidiary of Intel Corporation. a Delaware corporation ("Intel"), is of
Entities connected to both Mobileye and Cyclops Holdings
Mobikye
ORGANIZATIONthe Acceptance Time
ORGANIZATION
Nintendo
ORGANIZATIONCyclops
ORGANIZATIONMobileye N.V.
ORGANIZATIONthe Antitrust Clearance Condition
ORGANIZATIONUnited States Securities and Exchange Commission
ORGANIZATIONthe Mobikye Board
ORGANIZATIONTender Offer Statement
ORGANIZATIONMobileye N.V
PERSONSEC"l
ORGANIZATION
New York Stock Exchange
ORGANIZATIONthe Holders of Ordinary Shares
ORGANIZATIONSolicitation/Recommendation Statement
ORGANIZATIONthe General Rules and Regulations
ORGANIZATION