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Joined: 20/08/2002 11:51:57 Posts: 3859 Location: Essex, UK
Posted: Wed Oct 31, 2007 3:50 pm Post subject: Garmin announce a counter bid for Tele Atlas.
Today Garmin announced a counter bid for the mapping company Tele Atlas. The offer to buy a minimum 66.67% of the shares of the company at 24.50 Euros this values Tele Atlas at 2.3 Billion Euros.
This is an interesting move as Garmin is a Navteq map client. Does this indicate a possible move away from Navteq? Will Tom Tom stay with Tele Atlas, or move to Navteq if the bid is successful?
Is this the start of a bidding war for the two mapping companies? There have been rumors in the industry about Microsoft buying both TomTom and Tele Atlas. Nokia has made an offer for Navteq, will we see a counter bid there as well? Is this really a good move for the industry? Time will tell, but it will certainly make the run up to the festive season very interesting.
Looking at the stock markets the share price for Tele Atlas once again took a big jump today with trading at over 28 Euros, well over the Garmin offer price.
I have included the Garmin Press Release below. I have been unable to contact anyone at Garmin UK for an official comment.
Garmin Official Press Release wrote:
Garmin Ltd. intends to make a cash offer for Tele Atlas N.V.
October 31, 2007- Garmin Ltd. (NASDAQ: GRMN) announced today that it notified the supervisory and managing boards (collectively the “Boards”) of Tele Atlas N.V. (“Tele Atlas” or “the Company”) today of its intention to make a public offer for all the outstanding shares of Tele Atlas N.V. on a fully diluted basis at an indicative offer price of €24.50 in cash per share (the “Offer”), implying an equity value for the Company of €2.3 billion. The intended Offer will be subject to customary conditions, such as receipt of the requisite antitrust approvals and tender of at least 66.67% of the issued share capital. In addition to its cash balance in excess of $1 billion, Garmin has secured financing commitments sufficient for the intended Offer. Garmin plans to launch the offer before December 4, 2007 (the scheduled expiry date of TomTom's offer).
Garmin believes that a combination of Garmin and Tele Atlas provides the best value for all stakeholders for the following reasons:
- 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 has undergone to date, we feel that now is the right time for Garmin to move ahead with this proposed combination with Tele Atlas.
Together, we believe that we can create the best available mapping solutions for our customers around the world. We also intend to make Tele Atlas' content available to the entire navigation market on a non-discriminatory basis, promoting healthy competition, with significant benefits to the navigation market and all its consumers.”
It is Garmin’s intention that Tele Atlas, following the completion of the strategic combination with Garmin, will continue its business as a separate entity, based and headquartered in the Netherlands. Garmin wishes to retain the existing management
team and all of the Tele Atlas employees and would welcome them into its global family of nearly 8,000 employees. It also strongly believes that the increased scale of operations of the proposed combination will offer exciting and enhanced career opportunities to Tele Atlas’ employees and will create additional jobs in the Netherlands.
Calls were placed earlier today by Garmin executives to Tele Atlas executives. Prior to this there has been no contact between the two companies or their respective advisers concerning a strategic combination. In accordance with section 9d(2) of the Dutch
Securities Market Supervision Decree 1995 (Besluit toezicht effectenverkeer 1995, the "Decree"), Garmin has invited the Boards to meet with Garmin management within 7 days to discuss the intended Offer and to determine whether the intended Offer could receive the support and recommendation of each of the Boards. Garmin prefers that the intended Offer be supported by each of the Boards but such support and recommendation is not a condition to launching and consummating the Offer.
Garmin is a leading, worldwide provider of navigation, communications and information devices with subsidiaries in the United States, Canada, Taiwan, the United Kingdom, Germany, France, Brazil and Singapore with pending acquisitions in Denmark, Italy and
Spain. 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 2007 revenues are nearly US$3 billion, and the company expects to ship more than 10 million devices in 2007. Garmin sells its products through a worldwide network of approximately 3,000 independent dealers and distributors in approximately 100
countries.
This is an announcement in accordance with section 9b(2)(b) and section 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.
Joined: 20/08/2002 11:51:57 Posts: 3859 Location: Essex, UK
Posted: Wed Oct 31, 2007 4:14 pm Post subject:
The Tele Atlas website confirms the Garmin offer but adds no further information.
Quote:
Tele Atlas Receives Garmin Public Offer Intention
‘s-Hertogenbosch, October 31, 2007
Tele Atlas confirms that it has received this morning a letter from Garmin expressing their intention to make a public offer for all outstanding shares of € 24.50 per share in cash. Tele Atlas will review the terms and conditions of the offer and further steps and will inform the market as soon as reasonably possible.
This is an announcement pursuant to section 9b(1) of the Dutch Securities Markets Decree (Besluit Toezicht Effectenverkeer 1995)
This is just getting complicated now. So who's accually buying who, and who is who owned buy alread, and when they buy who where do we buy what from?
_________________ Dom
HERE LIES PND May it rest in peace.
Navigon 7310/iPhone Navigon&Copilot
If Garmin are successful, where would that leave TT owners and map share? I know it is early days and TT could come back with another offer, but it makes you wonder doesn't it.
Joined: 20/08/2002 11:51:57 Posts: 3859 Location: Essex, UK
Posted: Fri Nov 02, 2007 11:53 pm Post subject:
Technicaly it is known as MarketCap ( I think) Garmin has more than TomTom so in theory they can outbid TT if they wanted to, unless TomTom secures some additional finance. _________________ Mike Barrett
Joined: 20/08/2002 11:51:57 Posts: 3859 Location: Essex, UK
Posted: Sun Nov 04, 2007 12:25 pm Post subject:
Tele Atlas have updated their reply to the Garmin Proposal and have given TomTom until the 8th November to match the Garmin offer otherwise they will enter discussions with Garmin regarding a merger.
Official Tele Atlas Press Release wrote:
Tele Atlas Receives an Offer Proposal from Garmin for €24.50 in cash
‘s-Hertogenbosch, The Netherlands, November 1, 2007 – Tele Atlas NV (FSE: TA6, EUNV: TA), a leading global provider of digital maps and dynamic content for navigation and location based solutions, announced yesterday that it received from Garmin Ltd. (“Garmin”) a letter communicating that Garmin intends to make an offer (the “Garmin Proposal”) for all of the outstanding shares in Tele Atlas for €24.50 per share in cash. Tele Atlas understands that the Garmin Proposal will be subject to receipt of the requisite antitrust approvals and tender of at least 66.67% of the issued share capital of Tele Atlas, and that it is not subject to financing conditions. Garmin has stated that if the strategic combination were successfully completed, Tele Atlas will continue its business as a separate entity, based and headquartered in the Netherlands.
As announced on July 23, 2007, Tele Atlas entered into a merger protocol (the “TomTom Agreement”) with TomTom N.V. (“TomTom”), pursuant to which TomTom agreed to make an offer (the “TomTom Offer”) for all of the shares of Tele Atlas for €21.25 per share in cash, as more fully described in the offer memorandum published by TomTom on 2 October 2007. Under the TomTom Agreement, if Tele Atlas receives a superior proposal, TomTom has a right to match that superior proposal within a five business day period from the date Tele Atlas notifies TomTom that a superior proposal has been received. If TomTom chooses not match that superior proposal within the five business day period, Tele Atlas intends to terminate the TomTom Agreement.
The Management Board and Supervisory Board of Tele Atlas (the “Boards”) have concluded that the Garmin Proposal qualifies as a superior proposal, as defined in the TomTom Agreement, and have notified TomTom that the Boards intend to support and recommend Garmin’s Proposal, unless TomTom matches the Garmin Proposal within the five business day period expiring close of business in the Netherlands on November 8, 2007. In order to support and recommend Garmin’s Proposal, Tele Atlas expects that it will receive binding commitments from Garmin reflecting the terms of its Proposal. Until such time, the Boards do not intend to change their recommendation regarding the proposed business combination with TomTom. Further, pursuant to the TomTom Agreement, the Boards have informed TomTom today that if it matches the Garmin Proposal within the five business day period, the Boards will recommend the revised TomTom offer. If TomTom does not match the Garmin Proposal, Tele Atlas intends to terminate the TomTom Agreement.
Pursuant to the TomTom Agreement, in reaching a determination that the Garmin Proposal is superior to the TomTom Offer, and in evaluating whether a revised TomTom offer (if any) matches or is superior to Garmin’s Proposal, the Tele Atlas Board has carefully considered and will carefully consider the terms and conditions of each proposal taken as a whole, including all legal, financial and regulatory aspects of such proposals.
In the event that TomTom chooses not to match the Garmin Proposal, the Boards intend to take up Garmin’s invitation and meet with Garmin’s management.
This is an announcement pursuant to section 9b(1) of the Dutch Securities Markets Decree (Besluit Toezicht Effectenverkeer 1995).
Early Wednesday, TomTom officials notified executives at Tele Atlas that they were increasing their bid for the mapmaker by 41 percent — to $4.2 billion. Both companies are based in the Netherlands.
Early Wednesday, TomTom officials notified executives at Tele Atlas that they were increasing their bid for the mapmaker by 41 percent — to $4.2 billion. Both companies are based in the Netherlands.
Nothing quite like a Dutch Auction. _________________ Dom
HERE LIES PND May it rest in peace.
Navigon 7310/iPhone Navigon&Copilot
Joined: 20/08/2002 11:51:57 Posts: 3859 Location: Essex, UK
Posted: Fri Nov 09, 2007 11:50 am Post subject:
The official press release from TomTom indicates a much improved offer. Now why didnt I buy those shares when they were going for next to nothing...
Dont ask me to translate the Financial stuff either
Quote:
Nov 07 2007
TomTom NV announces it intends to make a new cash offer of EUR 30.00 per ordinary share for all ordinary shares of Tele Atlas.
This is not a public announcement that a public offer is to be made. Any offer will be made only by means of an offer document to be issued prior to the commencement of the offer period. Not for release, distribution or publication, in whole or in part to Australia, Canada or Japan. This is a press release of TomTom N.V. pursuant to the provisions of section 9(b) subsection 2(b) of the Dutch Securities Trade Supervision Decree 1995 (“Besluit toezicht effectenverkeer 1995”).
TomTom N.V. announces it has terminated its offer of €21.25 per ordinary share of Tele Atlas N.V. and intends to make a new cash offer of €30.00 per ordinary share for all ordinary shares of Tele Atlas.
Immediately subsequent to this announcement TomTom N.V. will purchase and acquire approximately 25.8 million ordinary shares of Tele Atlas N.V., representing approximately 28.3 percent of Tele Atlas N.V.'s issued share capital.
With reference to the press releases dated 23 July 2007, 21 August 2007, 24 September 2007 and 16 October 2007 and the offer memorandum dated 2 October 2007, TomTom N.V. ("TomTom") announces that it has terminated its public offer of €21.25 per share (the "Previous Offer") for all outstanding ordinary shares of Tele Atlas N.V. ("Tele Atlas") as per the offer memorandum dated 2 October 2007, as under applicable Dutch law TomTom must make a new offer in order to offer increased consideration to the shareholders of Tele Atlas.
Subsequent to this termination of the Previous Offer, TomTom intends to make a new cash offer of €30.00 per share (the "Offer Price") for all outstanding ordinary shares of Tele Atlas (the "Offer"). In compliance with the rules of the Dutch Securities Trade Supervision Decree 1995, TomTom envisages that an offer memorandum containing the definitive terms and conditions of the Offer will be published in late November 2007 with the transaction being completed by the end of 2007. Pursuant to the merger agreement dated 23 July 2007 between TomTom and Tele Atlas (the "Merger Protocol"), TomTom has notified Tele Atlas of the intended Offer within a period of 5 business days following the announcement by Tele Atlas on 1 November 2007 that Tele Atlas considered the offer made by Garmin Ltd. on 31 October 2007 as a superior offer. TomTom now expects the Supervisory Board and the Management Board of Tele Atlas to support the Offer and recommend it for acceptance to the shareholders of Tele Atlas in accordance with the terms of the Merger Protocol.
The acceptance period during which the shareholders of Tele Atlas can tender their shares to TomTom pursuant to the Offer is envisaged to begin in late November 2007 and is expected to end by the end of 2007, unless extended in accordance with section 9o, subsection 5 of the Dutch Securities Trade and Supervision Decree 1995. TomTom is continuing to seek clearance of the transaction by the European Commission by the end of November 2007, but it cannot be excluded that these proceedings will continue after that date. In this scenario, TomTom expects to extend its tender period. As announced on 16 October 2007, the initial 15-day waiting period pursuant to the Hart Scott Rodino Antitrust Improvements Act (as amended) for TomTom's proposed acquisition of Tele Atlas was terminated early without the issuance of a request for additional information or documentary material.
Immediately subsequent to this announcement terminating the Previous Offer and announcing the intended Offer, TomTom will purchase and acquire an aggregate of approximately 25.8 million ordinary shares of Tele Atlas, representing approximately 28.3 percent of Tele Atlas's issued share capital at a price per share equal to the Offer Price. This includes 15.8 million shares which were subject to an irrevocable undertaking with International Asset Management (I.A.M.) B.V. in relation to the Previous Offer. These purchases will be made immediately subsequent to this announcement under share purchase agreements with certain shareholders of Tele Atlas (the "Selling Shareholders"). These agreements will include proportional sharing arrangements with the Selling Shareholders in the event TomTom terminates the Offer or the Offer is otherwise not completed and TomTom decides to sell such Tele Atlas shares at a price higher than the Offer Price or if TomTom increases the consideration offered to all Tele Atlas shareholders. TomTom will make the required notifications with The Netherlands Authority for the Financial Markets regarding the purchase of the approximately 25.8 million ordinary shares of Tele Atlas.
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, the intended Offer values the fully diluted outstanding share capital of Tele Atlas at approximately €2.9 billion. Consistent with past history, TomTom expects that Tele Atlas will not declare dividends prior to the completion of the Offer. The Offer represents a premium of 81% to the last closing price of 20 July 2007 (the day prior to the announcement of the Previous Offer), 41% more than the Previous Offer and 22% more than the offer made by Garmin Ltd.
The aggregate value of the proposed transaction is approximately €2.7 billion, including the net financial cash position of Tele Atlas. This implies a multiple of approximately 41 times the projected 2007 adjusted EBITDA for Tele Atlas*.
Goldman Sachs International ABN AMRO Bank N.V. and Rabobank are providing committed financing for the acquisition.
Conditions and further process
The consummation of the Offer will be subject to the satisfaction or waiver of certain offer conditions customary for transactions of this kind, including obtaining the required competition clearance from the European Commission and the absence of a material adverse effect on the business of Tele Atlas. The consummation of the Offer will also be subject to the condition that at least 80% of the issued and outstanding share capital of Tele Atlas is tendered under the Offer, with the option for TomTom to waive this condition to 66.67% in its sole discretion as agreed in the Merger Protocol.
It is currently expected that an offer memorandum, containing the definitive terms and conditions of the Offer, will be published in November 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 works council of TomTom has issued positive advice regarding the Offer.
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.
Restrictions
The Offer is not being made, and the ordinary shares of Tele Atlas (the "Shares") will not be accepted for purchase from or on behalf of any shareholder, in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities or other laws or regulations of such jurisdiction or would require any registration, approval or filing with any regulatory authority not expressly contemplated by the terms of this announcement. This announcement does not constitute an offer to purchase any securities, nor a solicitation of any offer, proxy, consent or authorization to buy or subscribe for any securities of Tele Atlas or any other securities, nor shall it (or any part of it) form the basis of, or be relied upon in connection with, any contract therefore. Details of the offer will be set out in an offer memorandum, which will contain the full terms and conditions of the offer including how the offer can be accepted, and which will be made available to all holders of securities of Tele Atlas free of charge.
This announcement is a press release and not a prospectus and holders of ordinary shares in Tele Atlas should not make any decisions except on the basis of the information contained in the offer memorandum to be published in due course.
Purchases Outside the Offer
To the extent permitted by applicable law, in accordance with normal Dutch practice and pursuant to exemptive relief granted by the Staff of the Division of Market Regulation of the SEC (the "Staff") from Rule 14e-5 of the US Securities Exchange Act of 1934 ("Rule 14e-5"), TomTom or its nominees or brokers (acting as agents) may from time to time make certain purchases of, or arrangements to purchase, Shares otherwise than under the Offer, such as in open market or privately negotiated purchases outside the United States during the period in which the Offer remains open for acceptance. In addition, in accordance with Dutch law and with exemptive relief granted by the Staff from Rule 14e-5, Goldman Sachs International and ABN AMRO Corporate Finance, serving as financial advisors to TomTom, or their respective affiliates and separately identifiable departments may make purchases of, or arrangements to purchase, Shares outside of the Offer or engage in trading activities involving Shares and various related derivative transactions in the normal and ordinary course of their business. In accordance with the requirements of Rule 14e-5 and exemptive relief granted by the SEC, any such transactions outside of the Offer must comply with Dutch law. Any information about purchases by TomTom will be notified forthwith (onverwijld) to the Dutch Authority for the Financial Markets. In accordance with applicable Dutch law, only in certain instances will purchases, or arrangements to purchase, of Shares outside the Offer be publicly disclosed and such public disclosure will be available on the website of The Netherlands Authority for the Financial Markets (Stichting Autoriteit Financiële Markten) (www.afm.nl). Information regarding transactions in the Shares will also be publicly disclosed in the United States to the extent that such information is made public in The Netherlands.
Joined: Aug 08, 2004 Posts: 107 Location: Massachusetts, USA
Posted: Fri Nov 16, 2007 9:14 pm Post subject:
HA. Garmin just announced a new long term contract with Navteq that takes them though 2015, and option to extend though 2019 and has dropped their bid for TeleAtlas.
And now TomTom is on the hook to buy TeleAtlas for much more than they originally expected to pay.
Quote:
So breaking down the winners and losers:
* TeleAtlas wins, because it likely will get 45% more loot out of this deal than it was expecting just four short months ago.
* Garmin wins, because it ensured its continued access to mapping data well into the millennium, without overpaying for the privilege.
* Nokia wins (NYSE: NOK), because as Navteq's new owner, it's secured a long-term source of recurring revenue from a financially strong and rapidly growing Garmin.
* And the loser in all this? That would be TomTom.
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