.TomTom proposes to appoint Alain De Taeye as a member of the Management Board of TomTom
·Tele Atlas proposes to appoint Bill Henry as CEO of Tele Atlas
·Alexander Ribbink will step down as Chief Operating Officer (COO) and member of the Management Board of TomTom on his own request
·Alain De Taeye will step down as CEO and member of the Board of Management of Tele Atlas
·George Fink will step down as a member of the Management Board of Tele Atlas and resign his position of President and COO of Tele Atlas
·The Supervisory Board of TomTom will propose the appointment of Ben van der Veer as new member of its Supervisory Board
Amsterdam, 5 June 2008 – TomTom NV (TomTom) proposes to make a number of management changes in connection with its combination with Tele Atlas. TomTom will propose to appoint Alain De Taeye, Chief Executive Officer (CEO) and founder of Tele Atlas, as a member of the Management Board of TomTom. Alexander Ribbink will step down as Chief Operating Officer (COO) and member of the Management Board of TomTom on his own request to pursue other interests outside TomTom.
Alain De Taeye will step down as CEO and member of the Management Board of Tele Atlas after the appointment of a new CEO. Alain will take up a new role in the group focused on strategy and business development giving TomTom and Tele Atlas continued access to his vast experience and industry knowledge. George Fink, President and COO of Tele Atlas, will step down as a member of the Management Board of Tele Atlas and resign his position of President and Chief Operating Officer of Tele Atlas. As President and COO, George helped Tele Atlas significantly expand its global operations and strongly position its products for the fast-growing personal navigation market.
Tele Atlas will propose to appoint Bill Henry as CEO of Tele Atlas. Bill has more than 20 years of management experience running global technology companies. Formerly, Bill led the turnaround of healthcare software leader iSOFT. In his role as Chief Operating Officer, Henry was an Executive Director on the iSOFT board and oversaw the company’s successful merger with IBA Health in 2007. Before that he was CEO of Star Technology Services, a division of Message Labs Group and a leading provider of messaging security services. He has also held executive roles at PeopleSoft, and Bellcore/Telcordia Technologies, Sprint and Computer Sciences Corporation (CSC).
Karel Vuursteen, Chairman of the Supervisory Board of TomTom said: “With Alain joining TomTom, we have brought together in the same Board two of the entrepreneurs that shaped the navigation industry. Alain’s vast experience and knowledge will be of significant added value to the group.”
Harold Goddijn, CEO of TomTom commented: “It is with regret that I have to announce Alexander Ribbink’s decision to leave TomTom. Alexander has been part of TomTom in an exciting time in which the company grew to become the world’s leading personal navigation company. I would like to thank Alexander for his valuable contribution to this success.” About Bill Henry’s future appointment Harold continued: “We are excited to begin this new chapter of the group’s development with such an experienced manager at the helm of Tele Atlas. Bill’s experience and profile are well suited to bringing Tele Atlas to the next level of its development, to position the company for future growth, and to deliver the synergies envisaged by the merger.”
The Supervisory Board of TomTom will propose the appointment of Ben van der Veer as a new member of its Supervisory Board as per 1 October 2008. In accordance with the Dutch Corporate Governance Code, the appointment will be for a maximum period of four years. Ben van der Veer is currently Chairman of the Board of the KPMG EMEA region, one of the three international KPMG regions. He is also a member of the International Management Committee of the KPMG International network. KPMG International has a turnover of US $20 billion and over 120,000 people. Amongst his other responsibilities Ben van der Veer is member of the Supervisory Board of UNICEF in the Netherlands and also serves as Chairman of the Audit Committee, and he is member of the Board of Management of the VNO-NCW on behalf of the Accountancy members.
At the EGM of Tele Atlas on 7 December 2007, Harold Goddijn, Marina Wyatt and Alexander Ribbink – CEO, CFO and COO of TomTom respectively – were appointed as members of the Supervisory Board of Tele Atlas. Alexander Ribbink has committed to remain a member of the Supervisory Board of Tele Atlas. Their appointments will become effective on 10 June 2008, being the settlement date of the Tele Atlas offer. They will replace current members George Schmitt, Borden B. Hollingsworth Jr. and Stephan Rojahn, who will step down. Wim Dik and Charles Cotton will remain on the Supervisory Board of Tele Atlas. This new composition of the Supervisory Board will be appropriate for its new ownership situation. After a successful delisting of Tele Atlas in the coming months, the Supervisory Board will be disbanded.
The appointments of the members of the Management Boards of TomTom and Tele Atlas and the appointment of Ben van der Veer as member of the Supervisory Board of TomTom will be submitted for approval to the shareholders at the Extraordinary General Meetings of Shareholders of TomTom and Tele Atlas, the dates of which will be announced as soon as possible. The appointment of Bill Henry is furthermore subject to Tele Atlas completing the consultation procedures with its works council.
Rationale of the transaction
The acquisition of Tele Atlas by TomTom will result in the creation of new technologies for interactive map creation, enrichment and maintenance. TomTom Map Share™ enables TomTom’s installed base of nearly 20 million to contribute to digital map creation and maintenance. TomTom IQ Routes™ 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™ 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.
New Combination will honour Open Letter of December 2007
The product of the new combination - 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 high quality maps, at the same time and will pay a comparable price. Customers’ confidentiality will be safeguarded and will never be at risk.
The open letter can be read in full on: http://investors.tomtom.com/tomtom/teleatlas/openletter/