Intel Corporation (NasdaqGS: INTC) entered into a definitive agreement to acquire Mobileye N.V. (NYSE:MBLY) from Ziv Aviram, Amnon Shashua, Sailing Capital International of Sailing Capital Advisors (HK) Limited and other shareholders for $14.2 billion on March 12, 2017. Intel will pay $63.54 in cash for each share of Mobileye. The transaction will be financed from the cash on the balance sheet. Ziv Aviram and Amnon Shashua signed a tender offer and support agreement to tender their 2.7% and 3.6% stakes in Mobileye respectively. Amnon Shashua is also a holder of 12.33 million Mobileye options which is part of the support agreement. Following the acquisition the combined global autonomous driving organization, which will consist of Mobileye and Intel's Automated Driving Group will be led by Amnon Shashua, Mobileye's Co-Founder, Chairman and Chief Technical Officer. Intel Senior Vice President Doug Davis will oversee the combined organization's engagement across Intel's business groups and will report to Amnon Shashua after the closing. Pursuant to the transaction, Amnon Shashua, Ziv Aviram, Tomaso A. Poggio, Eli Barkat and Judith Richter will resign as members of the Board of Directors of Mobileye. Eyal Desheh and Peter Seth Neustadter would continue to serve on the Board of Directors, as non-executive directors, after the transaction. Tomaso Poggio, Eli Barkat and Judith Richter will be re-elected as non-executive Directors of Mobileye. Tiffany D. Silva and David J. Miles will serve as executive Directors of Mobile eye and Nicholas J. Hudson, Mark L. Legaspi and Gary Kershaw as non-executive Directors of Mobileye. The combined organization will be headquartered in Israel. The tender offer commenced as of April 5, 2017. As per the agreement, a minimum of 95% of Mobileye's outstanding shares should be tendered in the transaction. The transaction is subject to the receipt of certain regulatory approvals and other closing conditions including approval from the Israel Restrictive Trade Practices Law, approval by shareholders of Mobileye and the HRS act. The transaction has been approved by the Intel and unanimously by Mobileye Boards of Directors. The transaction is not subject to any financing conditions. The transaction is expected to close within next 9 months. The tender offer will expire on June 21, 2017. The transaction is expected to be accretive to Intel's non-GAAP EPS and free cash flow immediately. At closing the listing of Mobileye on NYSE will be terminated. Intel will commence a compulsory acquisition if it acquires less than 100% but at least 95% of Mobileye's issued capital. The annual general meeting of shareholders is scheduled to be held on June 13, 2017. As of June 12, 2017, the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 expired. As of June 13, 2017, the deal is approved by the shareholders of Mobileye in its annual general meeting. As of June 14, 2017, the deal has been approved by the Israeli Antitrust General Director, in accordance with Section 20(b) of the Israel Restrictive Trade Practices Law. On June 22, 2017, Mobileye announced all cash tender offer has been extended. As of June 21, 2017, the previously scheduled expiration time, 112,004,732 Mobileye ordinary shares representing approximately 50.31% of the outstanding Mobileye ordinary shares, have been validly tendered pursuant to the tender offer and not properly withdrawn and an additional 17,270,830 Mobileye ordinary shares, representing approximately 7.76% of the outstanding Mobileye ordinary shares, have been tendered pursuant to guaranteed delivery procedures. Mobileye shareholders who have already tendered their ordinary shares of Mobileye do not have to re-tender their shares or take any other action as a result of the extension of the expiration date of the tender offer. The tender offer is now scheduled to expire on July 20, 2017. The German Federal Cartel Office granted unconditional approval of the Offer on July 6, 2017. The Austrian Federal Competition Authority granted approval of the Offer on July 7, 2017. The tender offer remains subject to additional approval by Korean Fair Trade Authority on July 13, 2017. As on July 31, 2017, the transaction is approved by Korea Fair Trade Commission. All required antitrust approvals are now fulfilled. As of July 14, 2017, Intel announced that the Israel Tax Authority has issued an acceptable tax ruling with respect to the tax treatment of the potential asset sale, liquidation and second step distribution in connection with the tender offer of Mobileye. As a result, the minimum number of Mobileye shares that must be validly tendered and not withdrawn prior to the expiration of the tender offer (including any extensions) has been lowered from 95% to 67% of outstanding Mobileye shares. The tender offer has been extended from July 20, 2017 to July 28, 2017. As of July 31, 2017, the transaction is postponed and the tender offer is now expected to expire on August 11, 2017. As of August 1, 2017, the tender offer will expire on August 7, 2017, subject to satisfaction of all conditions and the transaction is expected to close on August 8, 2017. On August 8, 2017, the initial offering period for the tender offer and withdrawal rights expired on August 7, 2017. A total of 187.9 million Mobileye ordinary shares, representing approximately 84% of the outstanding Mobileye ordinary shares, had been validly tendered and had not been validly withdrawn as of the expiration of the initial offering period. All conditions to the offer are either satisfied or waived. Intel and Mobileye also announced the commencement of a subsequent offering period scheduled to expire on August 21, 2017. Shares tendered during the subsequent offering period will be paid the same form and amount of offer consideration as in the initial offering period. Stephen M. Kotran and Jonathan E. Murray of Sullivan & Cromwell LLP represented Rothschild Inc in acting as co-financial advisor to Intel Corporation. Peter Tague of Citigroup Inc. (NYSE:C) acted as financial advisors for Intel Corporation. Raymond James & Associates, Inc. acted as financial advisor and provided fairness opinion to Mobileye N.V. Kenton J. King and Sonia Nijjar of Skadden, Arps, Slate, Meagher & Flom LLP; Alexander J. Kaarls of Houthoff Buruma Coöperatief U.A. as well as Barak Platt, Eran Lempert, Ezra Gross, Ben Sandler, Daniel Green, Nataly Damary, Shay Fahima, Ira Burshteinn, Miriam Gurevich Friedmann, Evan Schendler, Noam Pratzer and Ruth Cohen of Yigal Arnon & Co. acted as legal advisors to Intel Corporation. James R. Tanenbaum, Kerry Jones, David Meyer and Tom McQuail of Morrison & Foerster LLP with Thomas W. Mitchell of Van Campen Liem as well as Aaron M. Lampert of Goldfarb Seligman & Co. acted as legal advisors for Mobileye N.V. D.F. King & Co., Inc. acted as an information agent for Mobileye N.V. American Stock Transfer & Trust Company, LLC acted as a depository bank for Mobileye N.V.