21 August 2007 TomTom N.V. and Tele Atlas N.V. confirm that preparations are on track for TomTom N.V.'s intended recommended public cash offer for all outstanding shares of Tele Atlas N.V. at an offer price of € 21.25 in cash, per ordinary share (the "Offer").
With reference to our press release dated 23 July 2007, TomTom N.V. ("TomTom") and Tele Atlas N.V. ("Tele Atlas") jointly announce that the preparations of the intended Offer are on track. TomTom expects that, subject, inter alia, to advice from the Works Councils of Tele Atlas and TomTom as well as the required clearances from the competition authorities, an Offer will be made and that an offer memorandum, containing the definitive terms and conditions of the Offer, will be published in October 2007 with the transaction being completed by the end of 2007.
The advice procedures with the Works Councils of Tele Atlas and TomTom have been started and are expected to be finalized by the end of September. Further, the parties are in the process of requesting national competition authorities' approval to have the transaction reviewed by the European Commission. We expect to obtain the outcome of this jurisdictional process in September. The process for the actual competition filing of the transaction will then commence. In addition, preparations for filing with the US competition authorities are being made.
Under the rules of the Dutch Securities Trade Supervision Decree 1995, TomTom is required to publish an offer memorandum within six weeks of this press release, unless the Authority for the Financial Markets (the "AFM") grants extension of that term at the request of TomTom. Given the abovementioned jurisdictional process, the standard regulatory review process with the European Commission, and possibly with the US authorities, will not be completed before the end of the six week period and therefore TomTom intends to request this extension from the AFM.