EFTA Document EFTA01430696

Subject: RE: MBLY Tender [C] [I] From: Chris Harvey Date: Fri, 12 May 2017 14:39:32 -0400 To: Vahe Stepanian Cc: Stewart Oldfield Classification: For internal use only This is what is on Pershing's IFA system. It would appear the client is not a resident of Israel, and therefore would be subject to the max withholding date of 25%. It would also appear the shares will be delisted and if they choose not to participate by not filing any paperwork, then they will get nothing. So it would appear their best course of action would be to elect into the tender and if they are going to be subject to the max withholding rate then they might as well file as such going in. Items For Attention - Voluntary Offer Details View Text Description MOBILEYE NV Symbol MBLY CUSIP N51488117 Offer ELECTION EFTA01430696 Offer Description EXEMPT FROM TAX Subject To IRC 302 Withholding NO Other Offers Available ELECTION2 ELECTION3 Offer Dates Cut-Off Date 06/16/2017 Cut-Off Time 19.00.00 EFTA01430697 Withdrawal Date 06/16/2017 Withdrawal Time 12.00.00 Expiration Date 06/21/2017 Expiration Time 17.00.00 Protected Date 06/26/2017 Offer Details Odd Lot Over Subscribe Minimum Bid Maximum Bid Increments Multiplier Factor Payment Terms EFTA01430698 Pay Date Accrued Div/Int Proration Rate Proration Round/Int Converted Rate Converted To CASH Rounding Factor Cash in Lieu Rate $63.54 + ***********BE ADVISED THAT SHARES MAY BE DELISTED************* HOLDERS OF THE ABOVE SECURITY WHO DO NOT PARTICIPATE BY THE EXPIRATION DATEWILL BE DELISTED AND MAY RECEIVE PROCEEDS LESS THAN TENDER PRICE. + HOLDERS THAT WISH TO TENDER THEIR SHARES, IN ADDITION TO SUBMITTING INSTRUCTIONS VIA IFA/- REOR, MUST COMPLETE AND RETURN A COPY OF THE ISRAELI TAX DECLARATION FORM VIA SERVICE CENTER TO CORPORATE ACTIONS, VOLUNTARY OFFER EXPIRING, INSTRUCTIONS BY PERSHING'S DEADLINE OF 6/16/17. HOLDERS MUST WRITE THE ACCOUNT NUMBER ON THE TOP OF THE FORM. INSTRUCTIONS RECEIVEDWITHOUT A PROPERLY COMPLETED AND RETURNED TAX DECLARATION FORM WILL BE CONSIDERED NULL AND VOID. A MAILING HAS BEEN MADE TO HOLDERS. IF YOU WISH TO RECEIVE AN ADDITIONAL COPY OF THE FORM PLEASE SEND A SERVICE CENTER REQUEST TO CORPORATE ACTIONS, VOLUNTARY OFFER EXPIRING. + GENERAL OFFER TERMS: CYCLOPS HOLDINGS LLC ('PURCHASER'), IS OFFERING TO PURCHASE FOR CASH ANY AND ALL OUTSTANDING SHARES OF MOBILEYE N.V. AT A PURCHASE PRICE OF USD 63.54 PER SHARE, LESS ANY APPLICABLE WITHHOLDING TAXES AND WITHOUT INTEREST, TO THE HOLDERS THEREOF, PAYABLE IN CASH. + ISRAELI INCOME TAX: UNDER THE WITHHOLDING TAX PROVISIONS OF ISRAELI INCOME TAX LAW, THE GROSS PROCEEDS PAYABLE TO A TENDERING SHAREHOLDER IN THE OFFERGENERALLY WILL BE SUBJECT TO ISRAELI WITHHOLDING TAX AT A RATE OF 25 PERCENT OF THE SHAREHOLDER'S GAIN ON SUCH SALE. SHAREHOLDERS MAY CLAIM THE FOLLOWING ISRAELI INCOME TAX TREATMENT: (ELE) FULLY EXEMPT FROM ISRAELI WITHHOLDING TAX, (ELE2) TAX UP TO 25 PERCENT FOR SHAREHOLDERS PROVIDING VALID CERTIFICATES FROM THE ITA PROVIDING FOR A REDUCED WITHHOLDING RATE, OR (ELE3) TAX AT 25 FOR ALL EFTA01430699 REMAINING SHAREHOLDERS. + THE OFFER IS BEING MADE PURSUANT TO A PURCHASE AGREEMENT, DATED AS OF 3/12/17, BY AND AMONG INTEL, CYCLOPS HOLDINGS, INC., AND MOBILEYE. + DELISTING: IT IS EXPECTED THAT FOLLOWING THE OFFER CLOSING, THE LISTING OF THE SHARES ON THE NYSE WILL BE TERMINATED, MOBILEYE WILL NO LONGER BE A PUBLICLY TRADED COMPANY, AND THE SHARES WILL BE DEREGISTERED UNDER THE EXCHANGE ACT, RESULTING IN THE CESSATION OF MOBILEYE'S REPORTING OBLIGATIONS WITH RESPECT TO THE SHARES WITH THE SEC. + SUBSEQUENT OFFER PERIOD: FOLLOWING THE ACCEPTANCE TIME IN ACCORDANCE WITH THE PURCHASE AGREEMENT, PURCHASER WILL PROVIDE FOR A SUBSEQUENT OFFERING PERIOD OF AT LEAST 10 BUSINESS DAYS IN ACCORDANCE WITH RULE 14D 11 UNDER THE EXCHANGE ACT. IN THE EVENT THAT PRIOR TO THE EXPIRATION OF THE SUBSEQUENT OFFERING PERIOD, PURCHASER OR ONE OF ITS AFFILIATES HAS ELECTED TO EXERCISE ITS RIGHT TO PURCHASE SUCH NUMBER OF NEWLY ISSUED ORDINARY SHARES OF MOBILEYE SO AS TO INCREASE PURCHASERS OWNERSHIP BY 15 PERCENT OF THE TOTAL OWNERSHIP OF ORDINARY SHARES OF MOBILEYE AFTER GIVING EFFECT TO SUCH PURCHASE OR EFFECTUATE THE ASSET SALE, PURCHASER WILL EXTEND THE SUBSEQUENT OFFERING PERIOD FOR AT LEAST FIVE BUSINESS DAYS. + AS PROMPTLY AS PRACTICABLE FOLLOWING THE CLOSING OF THE SUBSEQUENT OFFERINGPERIOD, INTEL OR PURCHASER MAY EFFECTUATE OR CAUSE TO BE EFFECTUATED, AT INTEL'S OR PURCHASER'S ELECTION, A CORPORATE REORGANIZATION OF MOBILEYE ANDITS SUBSIDIARIES. THE POST OFFER REORGANIZATION WILL UTILIZE PROCESSES AVAILABLE TO PURCHASER UNDER DUTCH LAW TO ENSURE THAT (A) PURCHASER BECOMESTHE OWNER OF ALL OF MOBILEYE'S BUSINESS OPERATIONS FROM AND AFTER THE CONSUMMATION OF THE POST OFFER REORGANIZATION AND (B) ANY MOBILEYE SHAREHOLDERS WHO DO NOT TENDER THEIR SHARES PURSUANT TO THE OFFER ARE OFFERED OR RECEIVE THE SAME CONSIDERATION FOR THEIR SHARES AS THOSE HOLDERSWHO TENDERED THEIR SHARES PURSUANT TO THE OFFER, WITHOUT INTEREST AND LESS APPLICABLE WITHHOLDING TAXES ('COMPULSORY ACQUISITION'). IF THE ABOVE IS IMPLEMENTED, THEN SHARES HELD BY NON TENDERING MOBILEYE SHAREHOLDERS WILL BE ACQUIRED IN ACCORDANCE WITH SECTION 2 92A OR SECTION 2 201A OF THE DUTCH CIVIL CODE. IN THAT CIRCUMSTANCE, THE ENTERPRISE CHAMBER OF THE AMSTERDAM COURT OF APPEALS WILL DETERMINE THE PRICE TO BE PAID FOR THE NON TENDERED SHARES. FOR FULL DETAILS ON THE COMPULSORY ACQUISITION, PLEASE REVIEW THE OFFER TO PURCHASE. A MAILING HAS BEEN MADE TO HOLDERS. + CONDITIONS: THE OFFER IS CONDITIONED UPON, AMONG OTHER THINGS, THE MINIMUM CONDITION, THE ANTITRUST CLEARANCE CONDITION, THE RESTRAINTS CONDITION, THEGOVERNANCE RESOLUTIONS CONDITION, AND THE MATERIAL ADVERSE EFFECT CONDITION+ PAYMENT DATE: EXPECTED WITHIN 5 BUSINESS DAYS FOLLOWING THE EXPIRATION. + IF YOU ARE ELIGIBLE AND WISH TO TENDER AND MAKE A TAX DECLARATION ELECTION VIA IFA, ENTER INSTRUCTIONS BY SELECTION POSITIONS UNDER THE ELECTION OFFER, THEN THE APPROPRIATE OPTION ('OPTION 1' THROUGH 'OPTION 3'. TO MAKE AN ELECTION VIA REOR USE OFFER CODE 'ELE' THROUGH 'ELE3'. ADDITIONALLY, HOLDERS MUST COMPLETE AND RETURN A COPY OF THE ISRAELI TAX DECLARATION FORM VIA SERVICE CENTER TO CORPORATE ACTIONS, VOLUNTARY OFFER EXPIRING, INSTRUCTIONS BY PERSHING'S DEADLINE OF 6/16/17. INSTRUCTIONS RECEIVED WITHOUT A PROPERLY COMPLETED AND RETURNED TAX DECLARATION FORM WILL BE CONSIDERED NULL AND VOID. ++MB++ EFTA01430700 From: Vahe Stepanian Sent: Friday, May 12, 2017 2:24 PM To: Chris Harvey Cc: Stewart Oldfield Subject: FW: MBLY Tender [C] [I] Classification: For internal use only Hi Chris — can you help with the below? Long story short — I reached out to a client who is a holder of MBLY. The company has a voluntary tender out there and the client asked what happens if they don't tender their shares? Will they potentially be hit by the withholding tax regardless? Best, Vahe From: Zbynek Kozelsky Sent: Friday, May 12, 2017 2:09 PM To: Vahe Ste anian ; Donald Summer Cc: Stewart Oldfield Subject: RE: MBLY Tender [C] [I] Classification: For internal use only Vahe, Ask Chris Harvey please (...without the client). EFTA01430701 He might be able to direct you. Thanks fcid:[email protected] Zbynek "Ziggy" Kozelsky Director I Branch Administrative Manager Key Client Partners - Americas Deutsche Bank Securities Inc. Deutsche Asset & Wealth Management 345 Park Avenue, 26th Floor New York, NY 10154 Tel. Email All trade execution information contained herein is being provided as an accommodation at your request in advance of your receipt of the official trade confirmation(s). Additional trade detail information available upon request. The terms of the trade(s) may be subject to change prior to settlement, and therefore the official trade confirmation(s) and account statements issued by Deutsche Bank shall govern. Deutsche Bank is not responsible for any discrepancy between the informal execution report and the official trade confirmation(s) or account statements. This email may contain confidential and/or privileged information. If you are not the intended recipient (or have received this email in error), please notify the sender immediately and delete the email from your computer. Any unauthorized copying, disclosure or distribution of the material in this email is prohibited. EFTA01430702 From: Vahe Stepanian Sent: Friday, May 12, 2017 2:07 PM To: Zbynek Kozelsky; Donald Summer Cc: Stewart Oldfield Subject: FW: MBLY Tender [C] [I] Classification: For internal use only Zigs/Donnie — who should we call to get the answer to this question? From: Stewart Oldfield Sent: Friday, May 12, 2017 10:10 AM To: Vahe Stepanian < >; Joshua Shoshan Subject: FW: MBLY Tender [C] [I] Classification: For internal use only Did either of you go back to him? From: Richard Kahn [mailto: Sent: Thursday, May 11, 2017 1:38 PM To: Vahe Stepanian Cc: Stewart Oldfield; Joshua Shoshan Subject: Re: MBLY Tender [C] if we do nothing what will happen? please advise thank you EFTA01430703 Richard Kahn HBRK Associates Inc. 575 Lexington Avenue 4th Floor New York, NY 10022 On May 10, 2017, at 4:58 PM, Vahe Stepanian a wrote: Classification: Confidential HI Rich — we're reaching out as Southern Financial holds 800 MBLY in account ending x804. As you likely saw - there is an MBLY currently tender offer that is set to expire on 6/16/17, for which a mailing should have been sent to you over the last few weeks. Regardless, we wanted to make sure the details were in front of you in case you had questions. Long story short — the tender was set at $63.54 per share for holders of Mobileye, N.V. (details are attached). The offer is subject to Israeli withholding tax of 25% unless holders provide an affidavit that they are exempt. Holders who are EXEMPT from Israeli tax must declare so by fully completing the attached Israeli Tax Declaration form to avoid the withholding. If you believe that Southern Financial is exempt — please complete and send us the Tax Declaration Form. The deadline to instruct and submit paperwork will be on or around 6/16/17. EFTA01430704 A few key points: 1. Part I, section 7 (Contact Details): This is normally the beneficially owner. 2. write in Pershing, LLC Part I, section 8. Select "through a Broker", and 3. Part II, Be sure this is fully completed in the proper category (individual, corporation, partnership, or trust.) 4. Part III: DO NOT COMPLETE—unless you are an Israeli Bank, Broker of Financial Institution. 5. Part IV: Beneficial owner must sign. Unclear whether Power or Attorney or Authorized Individual will be recognized 6. Part IV: Don't forget to enter number of shares! I will be traveling over the next two weeks, so please make sure to CC this group in case you have any questions. Thank you, Vahe Vahe Stepanian Key Client Partners Deutsche Bank Securities Inc. Tel. Mobil Email KCP products and services are intended and available only for persons who EFTA01430705 are sophisticated institutional investors within the meaning of the FINRA Rule 4512(C)(3), and who are capable of evaluating the strategies, characteristics and investment risks of, and exercising independent judgment in evaluating, the ideas and products discussed herein. Trades and transactions are subject to relevant internal approvals of DBSI or its affiliates prior to execution, and the execution of any transaction or idea discussed herein is conditional on your becoming a client of Deutsche Bank. Key Client Partners (KCP) products, investment ideas and solutions and related matters discussed herein are provided for discussion purposes only, and strictly on a non-advisory basis. 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Deutsche Bank does not render legal or tax advice, and the information contained in this communication should not be regarded as such. <Israeli Tax Declaration Form.pdf><Offer To Purchase.pdf> EFTA01430706