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SpatialNews.com Press Release
Garmin Ltd. Intends to Make a Cash Offer for Tele Atlas N.V.
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Garmin Ltd. (Nasdaq: GRMN) announced today that it notified thesupervisory and managing boards (collectively the "Boards") of TeleAtlas N.V. ("Tele Atlas" or "the Company") today of its intention tomake a public offer for all the outstanding shares of Tele Atlas N.V.on a fully diluted basis at an indicative offer price of euro 24.50in cash per share (the "Offer"), implying an equity value for theCompany of euro 2.3 billion. The intended Offer will be subject tocustomary conditions, such as receipt of the requisite antitrustapprovals and tender of at least 66.67% of the issued share capital. In addition to its cash balance in excess of US$1 billion, Garmin hassecured financing commitments sufficient for the intended Offer. Garmin plans to launch the offer before December 4, 2007 (thescheduled expiry date of TomTom's offer).
Garmin believes that a combination of Garmin and Tele Atlasprovides the best value for all stakeholders for the followingreasons:
Garmin's intended offer is a materially higher cash value for Tele Atlas' shareholders than the offer made by TomTom, 15% higher than the offer by TomTom and a 48% premium to the undisturbed Tele Atlas share price on July 20, 2007 -- A combined company will allow Tele Atlas' employees and customers to leverage Garmin's large worldwide user base and industry leading technology to further contribute to the creation of superior mapping coverage, quality and shared content for all of Tele Atlas' current and future customers -- Garmin's broad international footprint, global market share and strong balance sheet will promote the growth ambitions and prospects of Tele Atlas and its employees -- In addition to the benefits associated with the portable navigation market, a combined company will expand Garmin's ability to serve more customers in wireless, in-dash automotive, internet, and enterprise markets by offering a broad range of solutions including content, applications, and devices.
Commenting on the announcement, Garmin CEO Dr. Min Kao said:"Given the high growth and rapid change the navigation market hasundergone to date, we feel that now is the right time for Garmin tomove ahead with this proposed combination with Tele Atlas. Together,we believe that we can create the best available mapping solutionsfor our customers around the world. We also intend to make TeleAtlas' content available to the entire navigation market on anon-discriminatory basis, promoting healthy competition, withsignificant benefits to the navigation market and all its consumers."
It is Garmin's intention that Tele Atlas, following the completionof the strategic combination with Garmin, will continue its businessas a separate entity, based and headquartered in the Netherlands.Garmin wishes to retain the existing management team and all of theTele Atlas employees and would welcome them into its global family ofnearly 8,000 employees. It also strongly believes that the increasedscale of operations of the proposed combination will offer excitingand enhanced career opportunities to Tele Atlas' employees and willcreate additional jobs in the Netherlands.
Calls were placed earlier today by Garmin executives to Tele Atlasexecutives. Prior to this there has been no contact between the twocompanies or their respective advisers concerning a strategiccombination. In accordance with section 9d(2) of the Dutch SecuritiesMarket Supervision Decree 1995 (Besluit toezicht effectenverkeer1995, the "Decree"), Garmin has invited the Boards to meet withGarmin management within 7 days to discuss the intended Offer and todetermine whether the intended Offer could receive the support andrecommendation of each of the Boards. Garmin prefers that theintended Offer be supported by each of the Boards but such supportand recommendation is not a condition to launching and consummatingthe Offer.
Garmin is a leading, worldwide provider of navigation,communications and information devices with subsidiaries in theUnited States, Canada, Taiwan, the United Kingdom, Germany, France,Brazil and Singapore with pending acquisitions in Denmark, Italy andSpain. Through its operating subsidiaries the company designs,develops, manufactures and markets a diverse family of hand-held,portable and fixed-mount GPS-enabled products and other navigation,communications and information products. Garmin's projected FY 2007revenues are nearly USUS$3 billion, and the company expects to shipmore than 10 million devices in 2007. Garmin sells its productsthrough a worldwide network of approximately 3,000 independentdealers and distributors in approximately 100 countries.
This is an announcement in accordance with section 9b(2)(b) andsection 9d(2) of the Decree.
Garmin's key advisers are Credit Suisse Securities (USA) LLC,Wachovia Capital Markets LLC, Allen & Overy, Cleary Gottlieb Steen &Hamilton LLP, Ernst & Young, KPMG and Finsbury.
Garmin executives will discuss this transaction today at 10.00CST/11.00 EST/15.00 GMT/16.00 CET during its third quarter earningscall. For more information, visithttp://www8.Garmin.com/aboutGarmin/invRelations/irCalendar.html.
Important Information
Not for release, publication or distribution in whole or in partin Canada, Australia, Japan or Italy. In connection with the proposedOffer, Garmin expects to produce definitive offer materials,including an Offer Memorandum pursuant to Dutch law. Investors areurged to read any documents regarding the proposed Offer if and whenthey become available because they will contain important informationregarding the proposed Offer. Investors will be able to obtain copiesof such documents from Garmin, free of charge, once they areavailable. This announcement shall not constitute an offer to buy orthe solicitation of an offer to sell any securities, nor shall therebe any purchase of securities in any jurisdiction in which suchoffer, solicitation, purchase or sale would be unlawful prior toregistration or qualification of the proposed Offer under thesecurities laws of any such jurisdiction. The information on TeleAtlas in this press release has been sourced from public disclosureby Tele Atlas and has not been verified by Garmin.
About Garmin Ltd.
Through its operating subsidiaries, Garmin Ltd. designs,manufactures, markets and sells navigation, communication andinformation devices and applications -- most of which are enabled byGPS technology. Garmin is a leader in the consumer and generalaviation GPS markets and its products serve aviation, marine, outdoorrecreation, automotive, wireless and OEM applications. Garmin Ltd. isincorporated in the Cayman Islands, and its principal subsidiariesare located in the United States, Taiwan and the United Kingdom. Formore information, visit Garmin's virtual pressroom athttp://www.Garmin.com/pressroom or contact the Media Relationsdepartment at +1-913-397-8200. Garmin is a registered trademark ofGarmin Ltd.
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