TOMTOM EXTENDS THE ACCEPTANCE PERIOD FOR RECOMMENDED CASH OFFER FOR ALL THE SHARES OF TELE ATLAS N.V. UNTIL 31 MARCH 2008 AT 15.00 HOURS
's-Hertogenbosch, The Netherlands, November 28, 2007 - With reference to the press release of 18 November 2007, TomTom N.V. ("TomTom" or the "Offeror") and Tele Atlas N.V. ("Tele Atlas") hereby jointly announce that the European Commission has decided to initiate second phase review allowing the Commission to carry out an in-depth examination of the transaction and its market impact.
The standard duration of a second phase proceeding is 90 working days, which can be extended to 125 working days. However, the Commission is not required to take this full period to reach a decision and it cannot be said with certainty at this stage how long the second phase examination will last. In light of Commission procedures, the parties estimate they may have reasonable insight about the likely outcome of the second phase review towards the end of the first quarter of 2008.
As a consequence of the commencement of the second phase procedure, TomTom has extended the acceptance period for the recommended public cash offer of EUR 30 cash per share for all of the issued and outstanding ordinary shares with a nominal value of EUR 0.10 each (the "Shares"; holders of such Shares being referred to as "Shareholders") in the capital of Tele Atlas (the "Offer"). Pursuant to the Offer Memorandum, the Offeror may extend the Offer past the (initial or extended) Acceptance Closing Date one or more times in the event that one or more of the offer conditions as set out in section 6.2 of the Offer Memorandum (the "Offer Conditions") is not fulfilled or waived. Pursuant to section 6.2(b) of the Offer Memorandum, obtaining clearance from the European Commission is one of the Offer Conditions.
The Acceptance Period under the Offer which began at 9:00 hours, Amsterdam time (3:00) hours, New York time), on 19 November 2007 will now end at 15:00 hours, Amsterdam time (9:00 hours, New York time), on 31 March 2008, unless further extended (the "New Acceptance Closing Date"). Acceptance under the Offer must be made in the manner specified in the Offer Memorandum.
Shares tendered on or prior to the New Acceptance Closing Date may not be withdrawn, subject to the right of withdrawal of any tender during any further extension of the Acceptance Period in accordance with the provisions of article 9o, paragraph 5 of the Securities Markets Supervision Decree 1995 (Besluit toezicht effectenverkeer 1995, "Bte 1995") and subject to the withdrawal right described herein under the heading "Shares already tendered".
Acceptance by Shareholders
Shareholders who hold their Shares through an Admitted Institution are requested to make their acceptance known via their bank or stockbroker no later than 15:00 hours, Amsterdam time (9:00 hours, New York time) on 31 March 2008, unless the Acceptance Period is further extended.
Shares already tendered
Each Shareholder has the right to withdraw the Shares he or she has tendered on or prior to this announcement in accordance with the provisions of Section 9o paragraph 5 of the Bte 1995. Any Shares tendered on or prior to this announcement and not withdrawn will remain subject to the Offer. Shares tendered during the extended acceptance period may not be withdrawn, subject to the right of each Shareholder to withdraw the Shares he or she has already tendered during any further extension of the Offer, in accordance with Section 9o paragraph 5 of the Bte 1995.
The Offeror may extend the Offer past the New Acceptance Closing Date one or more times as set out in the Offer Memorandum in the event that one or more of the Offer Conditions is not fulfilled or waived. If the Offer is further extended, a public announcement to that effect shall be made not later than 15:00 hours, Amsterdam time (9:00 hours, New York time) on the third Business Day following the New Acceptance Closing Date in accordance with the provisions of article 9o, paragraph 5 of the Bte 1995. During such extension of the Acceptance Period, any Shares previously tendered and not withdrawn will remain subject to the Offer.
Purchases outside the Offer
To the extent permitted by applicable law, in accordance with normal Dutch practice and pursuant to exemptive relief granted by the Staff of the Division of Market Regulation of the SEC (the "Staff") from Rule 14e-5 of the US Securities Exchange Act of 1934 ("Rule 14e-5"), the Offeror or its nominees or brokers (acting as agents) may from time to time make certain purchases of, or arrangements to purchase, Shares otherwise than under the Offer, such as in open market or privately negotiated purchases outside the United States during the period in which the Offer remains open for acceptance. In addition, in accordance with Dutch law and with exemptive relief granted by the Staff from Rule 14e-5, Goldman Sachs and ABN AMRO, serving as financial advisors to the Offeror, or their respective affiliates and separately identifiable departments may make purchases of, or arrangements to purchase, Shares outside of the Offer or engage in trading activities involving Shares and various related derivative transactions in the normal and ordinary course of their business. In accordance with the requirements of Rule 14e-5 and exemptive relief granted by the SEC, any such transactions outside of the Offer must comply with Dutch law. Any information about purchases by the Offeror will be notified forthwith (onverwijld) to the Dutch Authority for the Financial Markets. In accordance with applicable Dutch law, only in certain instances will purchases, or arrangements to purchase, of Shares outside the Offer be publicly disclosed and such public disclosure will be available on the website of The Netherlands Authority for the Financial Markets (Stichting Autoriteit Financiële Markten) (www.afm.nl). Information regarding transactions in the Shares will also be publicly disclosed in the United States to the extent that such information is made public in The Netherlands.
Offer Memorandum and further information
Shareholders are advised to review the Offer Memorandum in detail and to seek independent advice where appropriate in order to reach a reasoned judgment in respect of the content of the Offer Memorandum and the Offer itself. The information in this announcement is not complete and additional information is contained in the Offer Memorandum.
Copies of the Offer Memorandum are available on the website of TomTom (www.tomtom.com) or Tele Atlas (www.teleatlas.com). TomTom's and Tele Atlas' website do not constitute a part of, and are not incorporated by reference into the Offer Memorandum. Copies of the Offer Memorandum are furthermore available free of charge at the offices of TomTom and Tele Atlas and the exchange agent and the information agent at the addresses mentioned below.
Copies of Tele Atlas' articles of association and the financial information of Tele Atlas relating to the annual financial statements (jaarrekening) of Tele Atlas for the financial year 2006 ended on 31 December 2006, the financial year 2005 ended on 31 December 2005 and the financial year 2004 ended on 31 December 2004, which documents are incorporated by reference in, and form an integral part of, the Offer Memorandum, are available free of charge at the offices of Tele Atlas and the Exchange Agent and can be obtained by contacting them at the addresses stated below.
1017 CT Amsterdam
Tele Atlas N.V.
5232 BX 's-Hertogenbosch