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TomTom is buying Tele Atlas!!!
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MikeB
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PostPosted: Mon Jul 23, 2007 9:20 am    Post subject: TomTom is buying Tele Atlas!!! Reply with quote

TomTom announced their Q2 results today, and this was pretty much the same old boring detail Revenue up 37%, Net Profit up 81% everything we have come to expect.

There was also an announcement about the operational highlights: New GO range launched, MapShare announced, Venture with Vodafone for traffic...

Then tucked away at the bottom is: TomTom are to buy Tele Atlas!!!
Quote:

Tele Atlas N.V. acquisition?
• Today we announce that TomTom N.V. intends to make a cash offer of € 21.25 per ordinary share for Tele Atlas N.V.  We refer to a joint press release for detailed information.

I checked the date to make sure that it was not April the first, and sure enough it isn't. So it looks like TomTom are attempting to fully control the entire production and value chain for the GPS Industry.

This is a very bold move and one that I am not sure is good for the SatNav market in general. It does of course give TomTom the opportunity to have full control of the entire mapping process from error reporting through to ensuring map data construction incorporates all their feedback. On the other hand if I was a GPS Manufacturer I would be reluctant to be sourcing my map data from one of my direct competitors. This may of course be advantageous for Navteq and we may see a number of GPS developers turn to Navteq for their map data if this deal goes through.
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MikeB
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PostPosted: Mon Jul 23, 2007 9:33 am    Post subject: Reply with quote

Here is the official Press release:
Quote:
TomTom N.V. intends to make a cash offer of 21.25 euro per ordinary share for Tele Atlas N.V.

This is a joint press release of Tele Atlas N.V. and TomTom N.V. pursuant to the provisions of Section 9b, subsection 2.a, of the Dutch Securities Trade Supervision Decree 1995 (Besluit toezicht effectenverkeer 1995). This is not a public announcement that a public offer is to be made; but that the expectation is justified that agreement can be reached on the terms and conditions of an offer. Not for release, distribution or publication, in whole or in part to Japan or Canada.


TomTom N.V. intends to make a cash offer of € 21.25 per ordinary share for Tele Atlas N.V.
The Offer Price represents a 32% premium over Tele Atlas’ average closing share price for the three months prior to 20 July 2007
The Supervisory Board and Management Board of Tele Atlas support the Offer and will, when the Offer is made by TomTom, recommend the Offer to Tele Atlas’ shareholders
Shareholders including board members representing in aggregate 17.4% of the ordinary shares outstanding have irrevocably committed to tender their shares into the Offer


TomTom N.V. (“TomTom”) and Tele Atlas N.V. (“Tele Atlas” or the “Company”), jointly announce that the expectation is justified that an agreement can be reached in connection with a public offer by TomTom for all outstanding shares of Tele Atlas at an offer price of € 21.25 in cash, (the “Offer Price”) per ordinary share (the “Offer”).
The Supervisory Board and the Management Board of Tele Atlas (the “Boards”), after having duly considered the strategic, financial and social aspects of the proposed transaction, support the intended Offer and conclude that the Offer is in the best interests of the shareholders and all other stakeholders of Tele Atlas. The Boards of Tele Atlas will, when the Offer is made by TomTom, recommend acceptance of the Offer by the shareholders of Tele Atlas.
After the merger Tele Atlas will continue its business as a separate unit in the combined group specialising in developing and licensing digital map products for and to current and future customers, both in and outside the group. Superior content, created cost efficiently will enable Tele Atlas to expand its presence in the rapidly growing worldwide market for digital maps and other geo referenced content.
The combination will significantly improve user experience and create other benefits for the customers and partners of both companies, including:
- More accurate navigation information - TomTom has developed technologies that enable TomTom’s installed user base of over 10 million GPS devices to effectively operate as map surveyors in an automatic and simple way. The integration of this feedback into the map production process will greatly improve the quality and timeliness of Tele Atlas map data;
- Improved coverage - The combination significantly improves all aspects of digital map maintenance, enrichment and creation enabling the companies to expand coverage faster; and
- New and enhanced features – The companies will be able to offer new features such as daily map updates and intelligent routing.
The Offer is not expected to have significant negative consequences on the employment situation. If the Offer is declared unconditional it is intended that Tele Atlas’ listing on the Eurolist of Euronext Amsterdam N.V. and their listing on the Geregelter Market in Frankfurt will be terminated as soon as possible. Furthermore, TomTom expects to initiate the statutory squeeze-out procedure contemplated by the Dutch Civil Code in order to acquire all shares held by minority shareholders or take such other steps to terminate the listing and/or acquire all shares that will not have been tendered, including effecting a legal merger (juridische fusie) or a liquidation, all in accordance with applicable laws.

Commenting on the proposed Offer, Harold Goddijn, Chief Executive Officer of TomTom said: “We think that the navigation industry is going to change dramatically in the next few years as end customers will give ever increasing importance to intelligent routing and continuously updated maps. By integrating customer feedback into the Tele Atlas map manufacturing process, we will be able to considerably enhance the user experience and further increase all Tele Atlas and all TomTom’s customers’ satisfaction. We will supply all companies wanting to rely on the improved maps for their PNDs, wireless handsets, in-car systems, internet services and in-house routing services.”
Commenting on the proposed Offer, Wim Dik, Chairman of the Supervisory Board of Tele Atlas said: “The Supervisory Board welcomes the proposed transaction as it reflects the strengths and the potential of the Company and the result of the team effort at Tele Atlas to create a strong position in the marketplace. We have carefully reviewed the Offer and, after consultation with our financial advisers, believe that the attractive Offer Price represents a fair offer for the Company. We will therefore recommend the intended Offer to our shareholders.”
Commenting on the proposed Offer, Alain De Taeye, Co-founder and CEO of Tele Atlas said: “The TomTom-Tele Atlas partnership signals a new era in the digital mapping industry. The combination of TomTom’s customer feedback tools and Tele Atlas’ pioneering map production processes allows Tele Atlas to dramatically change the way digital maps are continuously updated and enhanced. The result will be a completely new level of quality, content and innovation that helps our partners deliver the best navigation products. This transaction is not only very attractive to our shareholders but demonstrates our longstanding commitment towards all of our partners and customers to deliver the best digital map products available.”

Offer Highlights
The intended Offer would be an all-cash offer for all of the issued and outstanding share capital of Tele Atlas. Based on the Offer Price of € 21.25 per ordinary share, the intended Offer values the fully diluted outstanding share capital of Tele Atlas at approximately € 2.0 billion. Consistent with past history, Tele Atlas expects to pay no dividends prior to completion of the Offer. The Offer Price represents a premium of 28% to the last closing price of 20 July and a premium of 32% relative to the average closing price of Tele Atlas’ ordinary shares during the last three months prior to 20 July.
The aggregate value of the proposed transaction is approximately € 1.8 billion, including net financial cash position, and represents a multiple of approximately 28 times projected 2007 adjusted EBITDA (€ 65 million, target as communicated by Tele Atlas).
Goldman Sachs International is providing committed financing for the acquisition.

Irrevocable undertakings
TomTom has received irrevocable undertakings to tender into the intended Offer from International Asset Management B.V. (“IAM”) and all members of the Boards who own shares in Tele Atlas, in aggregate representing approximately 17.4% of the issued share capital, subject to the Boards not recommending a superior offer or the Merger Protocol between TomTom and Tele Atlas not being terminated.

Conditions and further process
Following meetings of the Management Board and Supervisory Board of the respective parties, TomTom and Tele Atlas have today entered into a merger protocol.

The commencement of the Offer is subject to the satisfaction of certain pre-offer conditions customary for a transaction of this kind, such as no revocation of the recommendation of the Offer by the Boards of Tele Atlas, the absence of a material adverse change to the business of Tele Atlas, obtaining the required competition clearances and, where necessary, obtaining the advice of TomTom’s and Tele Atlas’ respective works councils. When made, the consummation of the Offer will be subject to the satisfaction or waiver of certain offer conditions customary for transactions of this kind, such as no revocation of the recommendation of the Offer by the Boards of Tele Atlas, obtaining the required competition clearances to the extent not already obtained prior to the commencement of the Offer, and the absence of a material adverse effect on the business of Tele Atlas. The consummation of the Offer will also be subject to at least 80% of the issued and outstanding share capital of Tele Atlas being tendered under the Offer. The process of preparing the competition filings will commence immediately.
It is currently expected that the Offer can be made and that consequently an offer memorandum, containing the definitive terms and conditions of the Offer, will be published in October 2007 with the transaction being completed by the end of 2007. The Offer will be submitted for approval by the shareholders of TomTom at an extraordinary shareholder meeting. The four founding shareholders of TomTom, representing 57% of the outstanding TomTom share capital, have committed to vote in favour of the Offer. The Tele Atlas Boards will recommend that Tele Atlas shareholders accept the Offer unless a superior competing offer is made. The Tele Atlas Boards will not recommend an alternative offer unless TomTom has had an opportunity to make a revised proposal for Tele Atlas.
TomTom is entitled to a break fee of € 20 million in the event that the Tele Atlas board recommends a competing proposal.
The Netherlands Authority for the Financial Markets, Euronext Amsterdam N.V., the Frankfurt Stock Exchange, the Secretary of the Social Economic Council and the competent competition authorities and other relevant authorities have been or will be informed of the intended Offer and, where relevant, will be requested to provide clearance in respect of the transaction. The Works Councils of Tele Atlas and TomTom are being duly notified and will be asked for advice.

Advisers
Lehman Brothers acted as financial adviser to Tele Atlas and rendered a fairness opinion in connection with the transaction. Atlas Advisors also acted as financial adviser to Tele Atlas. Skadden, Arps, Slate, Meagher & Flom (UK) LLP and Houthoff Buruma N.V. are acting as legal advisers to Tele Atlas. Goldman Sachs International is acting as exclusive financial adviser, and Stibbe N.V. is acting as legal adviser to TomTom with Herbert Smith advising on the financing and US securities aspects and Willkie Farr & Gallagher LLP acting on US regulatory matters.
Goldman Sachs International, which is regulated in the United Kingdom by the Financial Services Authority, is acting for TomTom and no one else in connection with the Offer and will not be responsible to anyone other than TomTom for providing the protections afforded to clients of Goldman Sachs International nor for providing advice in connection with the Offer.

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MaFt
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PostPosted: Mon Jul 23, 2007 10:46 am    Post subject: Reply with quote

wonder if they'll restrict map updates for competitors who use tele atlas s that tomtom seem more up to date?!

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oddsock
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PostPosted: Mon Jul 23, 2007 10:48 am    Post subject: Reply with quote

What will they do? ..No one else to blame for errors!! Wink Laughing

Dave
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PostPosted: Mon Jul 23, 2007 10:59 am    Post subject: Reply with quote

Maybe this is why TT has started MapShare Exclamation

I wonder what it will do to the price of Map Upgrades. 8O
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PostPosted: Mon Jul 23, 2007 11:03 am    Post subject: Reply with quote

it makes sense to get maps errors sorted faster especially with the new map share feature

but as mike b says looks like there could be a major move to Navteq for other manufacturers
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PostPosted: Mon Jul 23, 2007 12:34 pm    Post subject: Reply with quote

Possibly explains the Map Share developments, this should result in overall improvement in map data quality. It will be interesting to see if this means more frequent chargeable updates or free updates.

As said before, now there's no excuses for map errors, 'one stop shop'
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PostPosted: Mon Jul 23, 2007 3:16 pm    Post subject: Reply with quote

This is taken from the Teleatlas.com FAQ-
Quote:
Is Tele Atlas’ strategy to focus on partners or consumers?
On our partners. In fact, we will never compete with them. Our focus is to provide our partners with deep domain expertise, thereby helping them grow their businesses. Our success depends upon our partners' success. We also believe that maps represented by the Tele Atlas brand are assets for our partners, as they send a clear message of value and quality.


Quote:
What is Tele Atlas' partner philosophy?
At Tele Atlas we believe our success depends on the successes of our partners. That means we are partner-focused, doing all we can to help out partners bring the most viable digital map applications to market quickly and effeciently.We will never compete with our partners by developing software applications or other end-user devices. Instead, we focus our efforts solely on providing our partners with the best possible digital map data and the most beneficial tools and services possible.

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thebinman
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PostPosted: Mon Jul 23, 2007 6:12 pm    Post subject: Reply with quote

Surely this should be posted/linked to here: http://www.pocketgpsworld.com/modules.php?name=Forums&file=viewforum&f=93 where most TomTom users look/bookmark?
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PostPosted: Mon Jul 23, 2007 7:53 pm    Post subject: Reply with quote

Agree with MikeB, TomTom owning Tele Atlas might stifle competion.

However it would be nice if TomTom could get Tele Atlas to go and actually map the Channel Islands, especially Jersey.

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PostPosted: Tue Jul 24, 2007 12:59 am    Post subject: Reply with quote

Privateer wrote:
Agree with MikeB, TomTom owning Tele Atlas might stifle competion.

However it would be nice if TomTom could get Tele Atlas to go and actually map the Channel Islands, especially Jersey.

Regards,


Why bother?, they just have to wait till they have Tele Atlas, then use you and other visitors to map the data for them via map share at your expense then charge you for the next update.
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PostPosted: Tue Jul 24, 2007 7:52 am    Post subject: Reply with quote

Whatever happens, the maps will never be 100% up to date - either with road or speed limit information.

I think we're starting to lose track of the fact that GPS is a tool and is not infallable. We used to be happy enough to be guided to a destination, but now we expect our GPS to guide us, avioid traffic, advise us of speed limits, warn us of speed cameras AND make the coffee when we reach our destination.

If you look at how often your Windows PC crashes and you just tolerate all those reboots every time you install new software, but there would be an outcry if GPS was so unreliable.
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PostPosted: Fri Jul 27, 2007 9:18 am    Post subject: Reply with quote

It could be a shrewd move by TomTom.

Rather than deter the competition from using their maps, they have a good revenue earner here in selling their maps to the competition and will be making money from GPS units, map licences and map updates.

I still think that we're a long way from near-perfect maps, regardless of who is providing them or how the data is corrected/updated.
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PostPosted: Fri Jul 27, 2007 9:51 pm    Post subject: Reply with quote

God help us! TomTom never update maps.. just buy a new device, they never reward cutomers who report map errors.. and there are plenty of these some roads that altered 10 years ago!.. It's a bit like beta testing, you do the work and the supplier benefits. Now how about supporting your users!
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PostPosted: Sun Jul 29, 2007 3:16 pm    Post subject: When will Google, Yahoo, or Microsoft Buy In? Reply with quote

It seems that the "end game" on this turn-by-turn navitagion/mapping covergence probably will be one of the big guys (Google, Yahoo, or Microsoft) buying TomTom or Navteq (or other player).

The big guys want positioning to so they can offer location based services (LBS). Then they can sell adverticements for local businesses.

They are already well along the way. Take a look at Microsoft Live Search Mobibe, Yahoo! Go, and Google mobile maps (all free).

They offer mapping and routing already. All they need to add is turn by turn instruction and TomTom, iGuidance et al are gone.
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