EFTA01369864.pdf

OFFER TO PURCHASE FOR CASH All Outstanding Ordinary Shares of S PA MOBILEYE N.V. at $63.54 per share by CYCLOPS HOLDINGS, LLC a wholly owned subsidiary of INTEL CORPORATION THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON JUNE 21, 2017. I 7NLESS THE OFFER IS EXTENDED OR EARLIER TERMINATED. Cyclops Holdings, LLC, a Delaware limited liability company ("Purchaser") and a wholly owned subsidiary of Intel Corporation, a Delaware corporation ("Intel"), is offering to purchase all of the outstanding ordinary shares, nominal value f0.01 per share (the "Shares"). of Mobileye N.V., a public limited liability company (naandoze vennoorschap) organized under the laws of The Netherlands registered with the trade register in The Netherlands under file number 34158597 ("Mobileve"), at a purchase price of $63.54 per Share, less any applicable withholding taxes and without interest, to the holders thereof, payable in cash (the "Offer Consideration"), upon the terms and subject to the conditions set forth in this Offer to Purchase (the "Offer to Purchase") and in the related Letter of Transmittal (the "Letter of Transmittal" and, together with this Offer to Purchase, as each may be amended or supplemented from time to time, the "Offer"). The Offer is being made pursuant to a Purchase Agreement. dated as of March 12.2017 (as it may be amended from time to time, the "Purchase Agreement"). by and among Intel, Cyclops Holdings. Inc.. a Delaware corporation and wholly owned subsidiary of Intel ("Cyclops") and Mobileye. On April 4. 2017, Cyclops converted from a Delaware corporation to a Delaware limited liability company (the "Conversion"). The Conversion has not adversely impacted, and will not adversely impact, in any respect Mobileye or any of its shareholders, or Mobileye's rights under the Purchase Agreement, and has not relieved, and will not relieve. Intel or Cyclops of its respective obligations under the Purchase Agreement. All references to "Purchaser" in describing Purchaser's rights and obligations under the Purchase Agreement refer to Cyclops prior to the Conversion, and to Purchaser following the Conversion. Unless the Offer is earlier terminated. the Offer will expire at 5:00 p.m., New York City time, on June 21, 2017 (the "Expiration Time." unless the Offer is extended in accordance with the Purchase Agreement, in which event "Expiration Time" will mean the latest time and date at which the Offer, as so extended by Purchaser, will expire). Purchaser may extend the Offer to such other date and time as may be agreed in writing by Mobileye and Intel, and will extend the Offer for the minimum period required by applicable law, the United States Securities and Exchange Commission (the "SEC), or the rules of the NASDAQ Global Select Market or the New York Stock Exchange ("NYSE"). Purchaser will also extend the Offer on one or more occasions in consecutive periods of 10 business days each if. at the then-scheduled Expiration Time, any condition to the Offer has not been satisfied or waived, in order to permit satisfaction of such condition, or 20 business days in case of the Antitrust Clearance Condition (as defined below) if such condition is not reasonably likely to be satisfied within such 10 business day extension period. Purchaser will not be required to extend the Offer for more than two occasions if the sole remaining unsatisfied condition to the Offer is the Minimum Condition (as defined below) and the Pre- CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0062367 CONFIDENTIAL SDNY GM_00208551 EFTA01369864