Intel Reports Receipt Of Israel Tax Authority Ruling For Mobileye Asset Sale

(RTTNews) - Intel Corp. (INTC) said that the Israel Tax Authority has issued an acceptable tax ruling with respect to the tax treatment of the potential asset sale, liquidation and second step distribution contemplated in connection with the all cash tender offer to purchase all of the outstanding ordinary shares of Mobileye N.V. by Intel.

The tender offer is being made pursuant to the Purchase Agreement, dated as of March 12, 2017, by and among Intel, Cyclops Holdings, Inc., a wholly owned subsidiary of Intel that was later converted to Cyclops Holdings, LLC , and Mobileye.

As a result of receipt of the tax ruling and the adoption of certain shareholder resolutions at the general meeting of Mobileye shareholders in June, the minimum number of Mobileye shares that must be validly tendered and not withdrawn prior to the expiration of the tender offer has been lowered from 95 percent to 67 percent of outstanding Mobileye shares.

Withdrawal rights will terminate following the Expiration Time. Mobileye shareholders who have already tendered their Mobileye shares in the tender offer but whose willingness to tender is affected by the lower threshold for the Minimum Condition should withdraw their Mobileye shares from the tender offer immediately but in any event before the Expiration Time.

In connection with the receipt of the tax ruling and the lowering of the Minimum Condition, Intel also announced that Intel and Mobileye have agreed that Cyclops will extend the offering period of the tender offer. The tender offer, which was previously set to expire on July 20, 2017, is now scheduled to expire on July 28, 2017, unless the tender offer is extended or earlier terminated, in either case pursuant to the terms of the Purchase Agreement. The transaction is currently expected to close during the third quarter of 2017.

In addition to satisfaction of the revised Minimum Condition, completion of the tender offer remains subject to additional conditions described in the Schedule TO, including the receipt of regulatory approval from the Korean Fair Trade Authority.