11
Shared Docs
11
Same-Page
17 / 11
Mentions
and tender their Shares in the Offer. Furthermore. the Mobileye Board recommends that you vote "for" each of the items that contemplates a vote of Mobileye shareholders at the extraordinary general meeting of Mobikye shareholders (the "ECM"), which will be combined with Mobileye's 2017 annual general me
ed to vote on approval of (a) the Asset Sale (as defined below) and the Liquidation (as defined below), including the appointment of a liquidator of Mobileye effective as of the time of the Liquidation (the "Pre-Wired Asset Sale Revolutions"), (b) certain amendments to Mobileye's articles of association
rd of directors (bestuur) of Mobikye (the "Mobileye Board") has unanimously (other than the executive directors, Professor Amnon Shashua and Mr. ZIv Aviram, who abstained, due to potential conflicts of interest) (a) determined that the Purchase Agreement and certain of the transactions contemplated the
ed himself from this and any subsequent discussions relating to. and any vote of the Intel Board regarding. any potential strategic transaction with Mobileye. Mr. Yoffie also did not receive or review any documents relating to the potential strategic transaction with Mobileye in connection with this meet
016. Professor Shashua, Co-Founder. Chief Technology Officer and Chairman of Mobileye. and Erez Dagan, Senior VP Advanced Development & Strategy of' Mobileye, met in Munich. Germany with Mr. Krzanich, Mr. Brooks and Mr. Davis. for various business discussions. It was at this meeting that Intel's represen
sions with Mobileye to pursue a potential strategic transaction. On January 27, 2017, Mr. Krzanich and Mr. Brooks met with Professor Shashua and Mr. Aviram, Mobileye's Co-Founder and Chief Executive Officer, in New York to discuss preliminarily the general outline of a potential strategic transaction,
and tender their Shares in the Offer. Furthermore. the Mobileye Board recommends that you vote "for" each of the items that contemplates a vote of Mobileye shareholders at the extraordinary general meeting of Mobikye shareholders (the "ECM"), which will be combined with Mobileye's 2017 annual general me
ed to vote on approval of (a) the Asset Sale (as defined below) and the Liquidation (as defined below), including the appointment of a liquidator of Mobileye effective as of the time of the Liquidation (the "Pre-Wired Asset Sale Revolutions"), (b) certain amendments to Mobileye's articles of association
rd of directors (bestuur) of Mobikye (the "Mobileye Board") has unanimously (other than the executive directors, Professor Amnon Shashua and Mr. ZIv Aviram, who abstained, due to potential conflicts of interest) (a) determined that the Purchase Agreement and certain of the transactions contemplated the
ed himself from this and any subsequent discussions relating to. and any vote of the Intel Board regarding. any potential strategic transaction with Mobileye. Mr. Yoffie also did not receive or review any documents relating to the potential strategic transaction with Mobileye in connection with this meet
016. Professor Shashua, Co-Founder. Chief Technology Officer and Chairman of Mobileye. and Erez Dagan, Senior VP Advanced Development & Strategy of' Mobileye, met in Munich. Germany with Mr. Krzanich, Mr. Brooks and Mr. Davis. for various business discussions. It was at this meeting that Intel's represen
sions with Mobileye to pursue a potential strategic transaction. On January 27, 2017, Mr. Krzanich and Mr. Brooks met with Professor Shashua and Mr. Aviram, Mobileye's Co-Founder and Chief Executive Officer, in New York to discuss preliminarily the general outline of a potential strategic transaction,
ibed in this Offer to Purchase. See Section t5 —"Certain Conditions of the Offer." After careful consideration, the board of directors (bestuur) of Mobileye (the "Mobileye Board") has unanimously (other than the executive directors, Professor Amnon Shashua and Mr. ZIv Aviram, who abstained, due to poten
ed to vote on approval of (a) the Asset Sale (as defined below) and the Liquidation (as defined below), including the appointment of a liquidator of Mobileye effective as of the time of the Liquidation (the "Pre-Wired Asset Sale Revolutions"), (b) certain amendments to Mobileye's articles of association
d of directors (bestuur) of Mobileye (the "Mobileye Board") has unanimously (other than the executive directors, Professor Amnon Shashua and Mr. ZIv Aviram, who abstained, due to potential conflicts of interest) (a) determined that the Purchase Agreement and certain of the transactions contemplated the
ed himself from this and any subsequent discussions relating to. and any vote of the Intel Board regarding. any potential strategic transaction with Mobileye. Mr. Yoffie also did not receive or review any documents relating to the potential strategic transaction with Mobileye in connection with this meet
016. Professor Shashua, Co-Founder. Chief Technology Officer and Chairman of Mobileye. and Erez Dagan, Senior VP Advanced Development & Strategy of' Mobileye, met in Munich. Germany with Mr. Krzanich, Mr. Brooks and Mr. Davis. for various business discussions. It was at this meeting that Intel's represen
sions with Mobileye to pursue a potential strategic transaction. On January 27, 2017, Mr. Krzanich and Mr. Brooks met with Professor Shashua and Mr. Aviram, Mobileye's Co-Founder and Chief Executive Officer, in New York to discuss preliminarily the general outline of a potential strategic transaction,
provided with an update regarding discussions with Mobileye and reviewed the material terms and conditions of the Purchase Agreement and other transaction documents. The Intel Board was reminded of its fiduci
r the distribution of execution copies. Intel. Cyclops. and Mobileye executed the Purchase Agreement. and Intel, Cyclops. Professor Shashua. and Mr. Aviram executed the Tender and Support Agreements. On March 13. 2017, before the opening of U.S. trading markets. Intel and Mobileye issued a joint press
cted to have a Company Material Adverse Effect (as defined in the Purchase Agreement). See Section 15 —"Certain Conditions of the Offer." Have any Mobileye shareholders already agreed to tender their Shares in the Offer? Yes. In order to induce Intel and Purchaser to enter into the Purchase Agreement. c
e execution and delivery of the Purchase Agreement. Professor Amnon Shashua, Mobileye's Co-Founder. Chief Technology Officer and Chairman. and 7.iv Aviram. Mobileye's Co-Founder. Chief Executive Officer and President. (together. the "Founders"), entered into separate tender and support agreements with
cted to have a Company Material Adverse Effect (as defined in the Purchase Agreement). See Section 15 —"Certain Conditions of the Offer." Have any Mobileye shareholders already agreed to tender their Shares in the Offer? Yes. In order to induce Intel and Purchaser to enter into the Purchase Agreement. c
e execution and delivery of the Purchase Agreement. Professor Amnon Shashua, Mobileye's Co-Founder. Chief Technology Officer and Chairman. and 7.iv Aviram. Mobileye's Co-Founder. Chief Executive Officer and President. (together. the "Founders"), entered into separate tender and support agreements with
provided with an update regarding discussions with Mobileye and reviewed the material terms and conditions of the Purchase Agreement and other transaction documents. The Intel Board was reminded of its fiduci
r the distribution of execution copies. Intel. Cyclops. and Mobileye executed the Purchase Agreement. and Intel, Cyclops. Professor Shashua. and Mr. Aviram executed the Tender and Support Agreements. On March 13. 2017, before the opening of U.S. trading markets. Intel and Mobileye issued a joint press
Entities connected to both Mobileye and Aviram
the Minority Exit Offering Period
ORGANIZATIONMobikye
ORGANIZATIONthe Mobileye Board
ORGANIZATIONAmnon Shashua
PERSONthe Acceptance Time
ORGANIZATION
Amsterdam
LOCATIONIntel Board
ORGANIZATION
Rothschild
ORGANIZATIONSkadden
ORGANIZATIONthe Intel Board
ORGANIZATIONYoffie
PERSON
Brooks
PERSONKrzanich
PERSONCyclops
ORGANIZATIONHerengracht 542
ORGANIZATIONthe Non-Competition Agreement
ORGANIZATION
Yigal
PERSONAutomated Driving Group
ORGANIZATIONConcerning Intel
ORGANIZATIONthe "Mobileye Board
ORGANIZATION