TomTom - Tele Atlas Merger a Done Deal

June 6, 2008

Following the announcement that Tele Atlas was making management changes in light of the pending merger, TomTom says that it has completed the merger of digital map supplier Tele Atlas.

TomTom and Tele Atlas jointly announced Thursday, June 5, that TomTom "declares the recommended public offer for all issued and outstanding shares with a nominal value of €0.10 each in the capital of Tele Atlas unconditional." TomTom said it will grant shareholders who have not yet tendered their shares under the offer to tender their shares in a post-acceptance period lasting until June 26; these shares are less than 3 percent of the total Tele Atlas shares.

TomTom has been pursuing a merger with the digital map data supplier for nearly a year, outbidding rival Garmin in the process, in a deal worth approximately €2.9 billion ($4.5 billion). After a lengthy review by European anti-trust officials, TomTom and Tele Atlas received approval for the merger in May.

Earlier this week the companies announced that during the acceptance period, which ended May 30, some 63,625,232 shares had been tendered for acceptance. Together with the 27,235,651 shares already held by TomTom and 1,685,000 shares to be delivered by Tele Atlas board members, the shares totaled 92,545,883, or 97.48% percent of the total issued and outstanding shares of Tele Atlas capital.

As soon as legally possible, TomTom intends to remove Tele Atlas' listings on European financial markets. The company also reiterated that it may initiate any of the reorganization measures as set out in the terms of its offer, which includes the possibility of a squeeze-out procedure.

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