EFTA01383733.pdf

pursuant to the Offer and not properly withdrawn by the Expiration Time. in which sharehokiers may tender Shares not previously tendered pursuant to the Offer. Purchaser will announce additional details with respect to the Subsequent Offering Period (including any extension thereof) in accordance with applicable rules. regulations and interpretations of the SEC. In particular. Purchaser will announce the results of the tender offer, including the approximate number and percentage of securities deposited to date, no later than 9:00 a.m., New York City time. on the next business day after the day on which the Offer was otherwise scheduled to expire and immediately begin the Subsequent Offering Period. There will be no withdrawal rights during the Subsequent Offering Period (as it may be extended by the Minority Exit Offering Period): any Shares tendered will immediately be accepted by Purchaser and promptly paid for. Any shares tendered during the Subsequent Offering Period (as it may be extended by the Minority Exit Offering Period) will be acquired by Purchaser at the Offer Consideration. in cash. without interest and less applicable withholding taxes. Under no circumstance will interest be paid on the Offer Consideration paid pursuant to the Offer, regardless of any extension of the Offer, the Subsequent Offering Period (as it may be extended by the Minority Exit Offering Period), or any delay in making payment for Shares. As promptly as practicable following the closing of the Subsequent Offering Period (as it may be extended by the Minority Exit Offering Period). Intel or Purchaser may effectuate or cause to be effectuated, at Intel's or Purchaser's election. the Post-Offer Reorganization. The Post-Offer Reorganization will utilize processes available to Purchaser under Dutch law to ensure that (a) Purchaser becomes the owner of all of Mobileye's business operations from and after the consummation of the Post-Offer Reorganization and (b) any Mobileye shareholders who do nor tender their Shares pursuant to the Offer (including during the Subsequent Offering Period (as it may be extended by the Minority Exit Offering Period)) are offered or will receive the same consideration for their Shares as those shareholders who tendered their Shares pursuant to the Offer (including during the Subsequent Offering Period (as it may be extended by the Minority Exit Offering Period)). without interest and less applicable withholding taxes. Notwithstanding the foregoing, in the event that the Compulsory Acquisition is implemented, then the Dutch Court will determine the price to be paid for the Shares. Although Intel and Purchaser will use their reasonable best efforts to cause the per Share price paid in the Compulsory Acquisition for the non-tendered Shares to be equal to the Offer Consideration, such price may be greater than. equal to. or less than the Offer Consideration. Such price may potentially be increased by the Dutch Statutory Interest. As a result of the Post-Offer Reorganization. Mobileye will either be liquidated or become wholly owned by Purchaser. Purchaser expressly reserves the right, in its sole discretion. subject to the terms and conditions of the Purchase Agreement and the applicable rules and regulations of the SEC, not to accept for payment any Shares if, at the Expiration Time, any of the conditions to the Offer have not been satisfied. See Section 15 —"Certain Conditions of the Offer." Under certain circumstances. Intel may terminate the Purchase Agreement and the Offer. Without limiting the generality of the foregoing, if the Purchase Agreement is validly terminated pursuant to its terms. Purchaser will (and Intel shall cause Purchaser to) promptly (and in any event within 24 hours following such termination). irrevocably and unconditionally terminate the Offer and not acquire any Shares pursuant to the Offer. Mobileye has provided Intel and Purchaser with the Mobileye shareholder list and security position listings for the purpose of disseminating this Offer to Purchase, the related Letter of Transmittal, and other related materials to Mobileye shareholders. This Offer to Purchase and the Letter of Transmittal, together with the Schedule I4D-9, will be mailed to record holders of Shares whose names appear on the Mobileye shareholder list and will be furnished, for subsequent transmittal to beneficial owners of Shares, to brokers, dealers, commercial banks, trust companies, and other nominees whose names, or the names of whose nominees, appear on the Mobileye shareholder list or, if applicable, who are listed as participants in a clearing agency's security position listing for subsequent transmittal to beneficial owners of Shares. 8 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0083538 CONFIDENTIAL SDNY GM_00229722 EFTA01383733