EFTA01369871.pdf

SUMMARY TERM SHEET The information contained in this sununary term sheet is a summary only and is not meant to be a substitute for die nwre detailed description and information contained in this Offer to Purchase (the "Offer to Purchase"). the related Letter of Transmittal (the "Letter of Transmittal"), and other related materials. You are urged to read carefully the Offer to Purchase, the Letter of Transmittal, and other related materials in their entirety. which. as each may be amended or supplementedfrom time to time, we collectively refer to as the "Offer." Purchaser has included cross-references in this summary term sheet to other sections of the Offer to Purchase where you will find more complete descriptions of the topics mentioned below. The information concerning Mobileye N.V,. a public limited liability company (naamloze vennootschap) organized under the laws of The Netherlands registered with the trade register in The Netherlands underfile number 34158597 ("Mobileve"), contained herein and elsewhere in the Offer to Purchase has been provided to Purchaser (as defined below) ln• Mobileye or has been taken front or is based upon publicly available documents or records ofMobileye onfde with the United States Securities and Exchange Commission (the "SEC"l or other public sources at the time of the Offer and Purchaser has not independently verified the accuracy and completeness ofsuch information. Securities Sought All outstanding ordinary shares, nominal value E0.01 per share, of Mobileye (the "Shares"). Price Offered Per Share $63.54 per Share, less any applicable withholding taxes and without interest, to the holders thereof and payable in cash (the "Offer Consideration"). Scheduled Expiration of Offer 5:00 p.m.. New York City time, on June 21, 2017, unless the Offer is extended or earlier terminated (the "Expiration Time•'). See Section I — "Terms of the Offer." Purchaser Cyclops Holdings. LLC, a Delaware limited liability company ("Purchaser"), and a wholly owned subsidiary of Intel Corporation, a Delaware corporation ("Intel"). Who is offering to buy my Shares? Purchaser, a wholly owned subsidiary of Intel. is offering to purchase for cash all outstanding Shares. Purchaser is a Delaware limited liability company and Intel is a Delaware corporation. See the "Introduction" and Section 8 — "Certain Information Concerning Intel and Purchaser." Unless the context indicates otherwise, in this Offer to Purchase, we use the terms "Purchaser," "us," "we,- and "our" to refer to Cyclops Holdings, LLC. We use the term "Intel" to refer to Intel Corporation and the term "Mobileye" to refer to Mobileye N.V. What are the classes and amounts of securities sought in the Offer? We are offering to purchase all outstanding Shares at a purchase price of $63.54 per Share, less any applicable withholding taxes and without interest, to the holders thereof, in cash, upon the terms and subject to the conditions set forth in this Offer to Purchase and the Letter of Transmittal. See the "Introduction- to this Offer to Purchase and Section I — "Terms of the Offer." CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0062374 CONFIDENTIAL SDNY GM_00208558 EFTA01369871