TomTom receives unconditional clearance from EC to acquire Tele Atlas

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Algemeen advies 14/05/2008 10:39
This is a joint announcement of TomTom N.V.("TomTom") and Tele Atlas N.V. ("Tele Atlas") which is required pursuant to the provisions of section 9b paragraph 1 of the Dutch Securities Markets Supervision Decree 1995 (Besluit toezicht effectenverkeer 1995) in connection with the recommended public offer by TomTom for all 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 share capital of Tele Atlas (the "Offer"). This announcement and related materials do not constitute an offer to purchase nor a solicitation of an offer to sell shares. Any offer will be made only by means of the Offer Memorandum as defined below. Not for release, distribution or publication, in whole or in part to Australia, Canada, Italy or Japan.

Amsterdam, 14 May 2008 - TomTom N.V. ("TomTom" or the "Offeror") and Tele Atlas N.V. ("Tele Atlas") hereby jointly announce that they have received unconditional clearance from the European Commission for the proposed acquisition by TomTom of Tele Atlas. The ruling of the EC is the best possible outcome for TomTom and Tele Atlas allowing the new combination to go ahead with the full execution of its strategy. Clearance from the US authorities was received in October 2007.

The combination will create new technologies for interactive map creation, enrichment and maintenance. TomTom Map Share(TM) enables TomTom's installed base of nearly 20 million to contribute to digital map creation and maintenance. TomTom IQ Routes(TM) adds to the map routing information based on the actual speeds driven on roads, which may differ for the time of the day, day of the week, or season in the year. TomTom HD Traffic(TM) real time information can be overlaid on map data to further enhance the quality of routing and traffic information.

Additional incremental data from TomTom will allow Tele Atlas to introduce new features such as more frequent map updates. Superior, cost efficiently created content will enable Tele Atlas to further strengthen its market position in the rapidly growing worldwide market for digital maps and to grow its addressable market by investing cost synergies in increasing global coverage.

The end result - better maps produced more efficiently and updated more frequently - will benefit all current and future customers of Tele Atlas. Tele Atlas customers' relationship with the company will remain exactly the same. All Tele Atlas customers, including TomTom, will have access to the same higher quality maps, at the same time and will pay a comparable price. Customers' confidentiality will be safeguarded and will never be at risk.

Acceptance Period
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 end at 15:00 hours, Amsterdam time (9:00 hours, New York time), on 30 May 2008 (the "Current Acceptance Closing Date"). Acceptance under the Offer must be made in the manner specified in the offer memorandum dated 18 November 2007 (the "Offer Memorandum").

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 30 May 2008, unless the acceptance period is further extended.

Declaring the Offer Unconditional
The Offer remains subject to the fulfillment of the offer conditions as set out in paragraph 6.2 of the Offer Memorandum (the "Offer Conditions"), including but not limited to the condition that on the Current Acceptance Closing Date the number of Shares that is tendered for acceptance under the Offer, together with the Shares that are held at that time by the Offeror, represent at least 80% of all issued and outstanding Shares. The Offeror, or the Offeror and Tele Atlas jointly, as the case may be, reserve the right to waive certain Offer Conditions.

The Offeror will determine within five business days following the Current Acceptance Closing Date (such date being the "Unconditional Date") whether the Offer Conditions have been fulfilled or are to be waived by the Offeror (insofar as permitted by law) and will announce whether (i) the Offer has been declared unconditional, (ii) there is still uncertainty as to the fulfillment of any of the Offer Conditions, or (iii) the Offer is terminated, as a result of the Offer Conditions not having been fulfilled or waived by the Offeror, or the Offeror and Tele Atlas, as the case may be all in accordance with article 9t, paragraph 4 of the Bte 1995 and other applicable laws.

On the Unconditional date, the Offeror may announce a post-acceptance period (na-aanmeldingstermijn) of the Offer with a maximum of fifteen business days. During a post acceptance period, Shareholders that have not yet tendered their Shares under the Offer will be given the opportunity to do so in the same manner and under the same conditions as set out in the Offer Memorandum.

Further extension
The Offeror may extend the Offer past the Current 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 Current 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 Financiƫle Markten) ( 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 ( or Tele Atlas ( 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.

On 28 February 2008, Tele Atlas has published its Q4 2007 and Full Year 2007 results. Furthermore, on 29 April 2008, Tele Atlas has published its Q1 2008 results. Shareholders are advised to review the press releases issued in relation to the publication of the Q4 2007 and Full Year 2007 results and the Q1 2008 results in combination with the financial information in the Offer Memorandum. Both the press releases dated 28 February 2008 and 29 April 2008 as well as a full copy of financial statement (jaarrekening) of Tele Atlas for the financial year 2007 ended on 31 December 2007 can be reviewed and downloaded from Tele Atlas' website as mentioned above.

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