EFTA01380312.pdf

relationship, or transaction with Mobileye or any of its executive officers. directors or affiliates that is required to be reported under the rules and regulations of the SEC applicable to the Offer. Except as set forth in this Offer to Purchase. there have been no contacts. negotiations, or transactions between Intel or any of its subsidiaries or, after due inquiry and to the best knowledge and belief of Intel and Purchaser, any of the persons listed in Schedule I to this Offer to Purchase, on the one hand, and Mobileye or its affiliates, on the other hand. concerning a merger. consolidation or acquisition. tender offer. or other acquisition of any class of Mobileye's securities, an election of Mobileye's directors, or a sale or other transfer of a material amount of assets of Mobileye during the past two years. Available information. Pursuant to Rule 14d-3 under the Exchange Act. Intel has filed with the SEC a Tender Offer Statement on Schedule TO (the "Schedule TO"). of which this Offer to Purchase forms a part, and exhibits to the Schedule TO. You may read and copy the Schedule TO and the exhibits thereto at SEC Headquarters at 100 F Street. N.E.. Washington. D.C. 20549. Please call the SEC at I -800-SEC-0330 for further information. Copies of such information may be obtainable by mail. upon payment of the SEC's customary charges. by writing to the SEC at the address above. The SEC also maintains a website on the intemet at www.sec.gor that contains the Schedule TO and the exhibits thereto and other information that Purchaser has filed electronically with the SEC. Intel has also made and will continue to make information relating to the transaction available to the public on hap://imelandmobileyeamsacrionannouncementeond. which has been and will continue to be used by Intel and Mobikye to disclose information about the transaction and comply with the SEC's Regulation FD. The website and the information on or connected to the website are not a part of this Offer to Purchase. are not incorporated herein by reference and should not be considered a part of this Offer to Purchase. 9. Source and Amount of Funds. The Offer is not conditioned upon Purchaser obtaining financing to fund the purchase of Shares pursuant to the Offer and to fund the Post-Offer Reorganization. We believe the financial condition of Purchaser is not material to a decision by a holder of Shares whether to sell, hold, or tender Shares pursuant to the Offer because (a) the Offer is being made for all outstanding Shares solely for cash. (b) we will have access to unrestricted cash and cash equivalents of our affiliates. which we anticipate being sufficient to purchase all Shares tendered pursuant to the Offer and to complete the Past-Offer Reorganization, (c) the Offer is not subject to any financing condition, and (d) if we consummate the Offer and not all outstanding Shares are tendered pursuant to the Offer or during the Subsequent Offering Period (as it may be extended by the Minority Exit Offering Period). we or Intel may elect to effectuate or cause to be effectuated the Post-Offer Reorganization, in part, based on the number of Shares held by us and our affiliates following the Subsequent Offering Period (as it may be extended by the Minority Exit Offering Period). including (but not limited to) by (i) acquiring all assets of Mobileye in the Asset Sale and, following the consummation of the Asset Sale, dissolving and liquidating Mobileye in accordance with applicable Dutch procedures. such that non-tendering Mobileye shareholders will receive the Offer Consideration (without interest and Tess applicable withholding taxes) as the Second Step Distribution, or (ii) commencing the Compulsory Acquisition. In the event that the Compulsory Acquisition is implemented, then the Dutch Court will determine the price to be paid for the non-tendered 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. We estimate that the total amount of funds required for Purchaser to purchase all outstanding Shares in the Offer and to consummate the other transactions contemplated by the Purchase Agreement and to pay related transaction fees and expenses. will be approximately $15 billion. We anticipate finding such cash requirements from available cash and cash equivalents of Intel and its subsidiaries. 20 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0078692 CONFIDENTIAL SONY GM_00224876 EFTA01380312