Intel Acquisition of Mobileye
March 13, 2017
Creating a Global Leader in Autonomous Driving
Automated driving up to $70B system, data, and services TAM by 2030
Combines Mobileye’s best-in-class computer vision with Intel’s computing,
data center, AI, and connectivity expertise
Tender to acquire all shares of Mobileye, the global leader in computer
vision for Advanced Driver Assistance Systems (ADAS)
Immediately accretive to non-GAAP earnings and FCF
Combination will accelerate auto industry innovation by delivering world
class E2E solutions at lower cost, faster time-to-market
Industry Pioneer
•
The leading provider of computer vision systems for ADAS
solutions
•
Portfolio of surround vision, sensor fusion, mapping, and driving
policy products resulting in wins with major automakers
•
EyeQ
®
chips installed in ~16M vehicles as of 2016
•
EyeQ4
®
and EyeQ5
®
chips for Level 3/4 autonomous driving
programs go into production in 2018 and 2020 respectively
•
Launching REM
TM
crowd-sourced HD mapping in 2018
•
Strong financial results: 2016 revenue, $358M gross margin 76%,
GAAP operating margin 34%
•
HQ in Israel, founded in 1999, ~660 employees
OEM Relationships
1
1
Not a comprehensive list
Mobileye Overview
Intel:
Plot the Path
Mobileye:
See the World
Leader in computer
vision systems for ADAS
and autonomous driving
Innovator of REM
TM
crowd-sourced HD
mapping
Growing expertise in
sensor fusion
Leader in compute
and communication
Leader in data
centers and cloud
Investment in HERE,
jointly optimizing HD
mapping architecture
Machine learning,
deep learning,
AI capabilities
Combination
Large, fast-growing
installed base
The leading end-to-end AD technology
provider from the vehicle to the cloud
Accelerated pace of autonomous
innovation and market adoption
Industry leading artificial intelligence
for complex decision-making
State-of-the-art offerings to OEMs and
Tier 1s
Incremental recurring revenue stream
opportunities
Complementary Assets
Market Dynamics
•
Cars of the future evolving to be
data centers on wheels
•
L1/L2 and L3/L4 adoption expected
to reach >40% and >30%
respectively by 2030
•
Compute intensity increasing from
~0.5 TFLOPS for L2 systems to ~50
TFLOPs for L4 systems
•
AD system, data, and services TAM
growing up to $70B by 2030
-
20
40
60
80
100
2016
2020
2025
2030
Level 1/2
Level 3/4
Units (M)
Growing Adoption
Sources: IHS, analyst reports
A Nascent Market Segment
The Opportunity: >$100B End-to-End TAM
…Driving Adjacent Growth in the
Data Center
…Into an Expanding Vehicle Systems
and Services TAM…
0
20
40
60
80
2020
2030
Cloud /
Data
Center
Network
AD-Related Data Center TAM ($B)
Strong Mobileye Market Position
and Near-Term Growth…
Sources: IHS, Alcatel-Lucent, Nokia, analyst reports, company
filings, industry interviews. Includes SW and services
0
1
2
2016
2020
Mobileye Revenue Consensus ($B)
Source: FactSet Consensus Estimates
Sources: Strategy Analytics, IDC, IHS, ABI, analyst reports,
company filings, industry interviews
0
20
40
60
80
2020
2030
Vehicle systems & Services TAM ($B)
Vehicle
Systems
Data &
Services
In-Car TAM ~$70B
Data Center TAM ~$40B
Combined Opportunity: World Class E2E Solutions at Lower Cost, Faster TTM
Transaction Overview
•
Tender offer to acquire all of Mobileye shares for $63.54 per share
Offer Price
•
Equity Value: $15.3B
•
Enterprise Value: $14.7B, based on 12/31/16 cash balance
Deal Value
•
Offshore cash on the balance sheet
•
Expect to maintain a strong investment grade rating post-close
Financing
•
Immediately accretive to non-GAAP EPS and free cash flow
Financial Impact
•
Expected within 9 months
•
Requires tender of at least 95% of Mobileye outstanding ordinary
shares; percentage may be reduced if certain conditions are met
•
Subject to certain regulatory approvals and other closing conditions
Closing
Creating a Global Leader in Autonomous Driving
Automated driving up to $70B system, data, and services TAM by 2030
Combines Mobileye’s best-in-class computer vision with Intel’s computing,
data center, AI, and connectivity expertise
Tender to acquire all shares of Mobileye, the global leader in computer
vision for Advanced Driver Assistance Systems (ADAS)
Immediately accretive to non-GAAP earnings and FCF
Combination will accelerate auto industry innovation by delivering world
class E2E solutions at lower cost, faster time-to-market
Risk Factors and Additional Information
Additional Information and Where to Find It
The tender offer described herein has not yet commenced. This presentation is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell any ordinary shares of
Mobileye N.V. (“Mobileye”) or any other securities. On the commencement date of the tender offer, a tender offer statement on Schedule TO, including an offer to purchase, a letter of transmittal and related
documents, will be filed with the U.S. Securities and Exchange Commission (the “SEC”) by Intel and one or more of its subsidiaries and a solicitation/recommendation statement on Schedule 14D-9 will be
filed with the SEC by Mobileye. The offer to purchase all of the issued and outstanding ordinary shares of Mobileye will only be made pursuant to the offer to purchase, the letter of transmittal and related
documents filed as a part of the tender offer statement on Schedule TO. THE TENDER OFFER MATERIALS (INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER
TENDER OFFER DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE 14D-9 WILL CONTAIN IMPORTANT INFORMATION. INVESTORS AND SHAREHOLDERS OF
MOBILEYE ARE URGED TO READ THESE DOCUMENTS CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION THAT SUCH HOLDERS SHOULD CONSIDER
BEFORE MAKING ANY DECISION REGARDING TENDERING THEIR ORDINARY SHARES. Investors and security holders may obtain a free copy of these statements (when available) and other documents filed
with the SEC at the website maintained by the SEC at www.sec.gov, at the transaction website (http://intelandmobileye.transactionannouncement.com), or by directing such requests to the Information
Agent for the tender offer that will be named in the tender offer statement on Schedule TO.
Forward-Looking Statements
This document contains forward-looking statements related to the proposed transaction between Intel and Mobileye, including statements regarding the benefits and the timing of the transaction as well as
statements regarding the companies’ products and markets. Words such as “anticipate,” “believe,” “estimate,” “expect,” “forecast,” “intend,” “may,” “plan,” “project,” “predict,” “should,” “would” and “will” and
variations of such words and similar expressions are intended to identify such forward-looking statements. Such statements are based on management's expectations as of the date they were first made and
involve risks and uncertainties that could cause our actual results to differ materially from those expressed or implied in our forward-looking statements. Such risks and uncertainties include, among others,
the outcome of regulatory reviews of the proposed transaction; the ability of the parties to complete the transaction in the time expected or at all; the ability of Intel to successfully integrate Mobileye’s
business; the market for advanced driving assistance systems and autonomous driving may develop more slowly than expected or than it has in the past; evolving government regulation of the advanced
driving assistance systems and autonomous driving markets; the risk that we are unable to commercially develop the technologies acquired or achieve the anticipated benefits and synergies of the
transaction; the risk that we are unable to develop derivative works from the technologies acquired; our ability to attract new or maintain existing customer and supplier relationships at reasonable cost; the
failure to protect and enforce our intellectual property rights; assertions or claims by third parties that we infringe their intellectual property rights; the risk of technological developments and innovations by
others; the risk of potential losses related to any product liability claims and litigation; the risk that the parties are unable to retain and hire key personnel; unanticipated restructuring costs may be incurred
or undisclosed liabilities assumed; and other risks detailed in Intel’s and Mobileye’s filings with the SEC, including those discussed in Intel’s most recent Annual Report on Form 10-K and in any subsequent
periodic reports on Form 10-Q and Form 8-K and Mobileye’s most recent Annual Report on Form 20-F and in any subsequent reports on Form 6-K, each of which is on file or furnished with the SEC and
available at the SEC’s website at www.sec.gov. SEC filings for Intel are also available on Intel’s Investor Relations website at www.intc.com, and SEC filings for Mobileye are available in the Investor Relations
section of Mobileye’s website at ir.mobileye.com. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of their dates. Unless otherwise required by
applicable law, Intel and Mobileye undertake no obligation and do not intend to update these forward-looking statements, whether as a result of new information, future events or otherwise.
