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This Site:en.yinlu.net Source:en.yinlu.net Writer: Time:2007-10-31

CAYMAN ISLANDS, Oct. 31 /CNW/ -- Garmin Ltd. (Nasdaq: - ) announcedtoday that it notified the supervisory and managing boards (collectively the"Boards") of Tele Atlas N.V. ("Tele Atlas" or "the Company") today of itsintention to make a public offer for all the outstanding shares of Tele AtlasN.V. on a fully diluted basis at an indicative offer price of euro 24.50 incash per share (the "Offer"), implying an equity value for the Company of euro2.3 billion. The intended Offer will be subject to customary conditions, suchas 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 $1billion, Garmin has secured financing commitments sufficient for the intendedOffer. Garmin plans to launch the offer before December 4, 2007 (the scheduledexpiry date of TomTom's offer).

    (Logo:  http://www.newscom.com/cgi-bin/prnh/20061026/CGTH082LOGO)    

Garmin believes that a combination of Garmin and Tele Atlas provides thebest 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 thehigh growth and rapid change the navigation market has undergone to date, wefeel that now is the right time for Garmin to move ahead with this proposedcombination with Tele Atlas. Together, we believe that we can create the bestavailable mapping solutions for our customers around the world. We also intendto make Tele Atlas' content available to the entire navigation market on anon-discriminatory basis, promoting healthy competition, with significantbenefits to the navigation market and all its consumers."

It is Garmin's intention that Tele Atlas, following the completion of thestrategic combination with Garmin, will continue its business as a separateentity, based and headquartered in the Netherlands. Garmin wishes to retainthe existing management team and all of the Tele Atlas employees and wouldwelcome them into its global family of nearly 8,000 employees. It alsostrongly believes that the increased scale of operations of the proposedcombination will offer exciting and enhanced career opportunities to TeleAtlas' employees and will create additional jobs in the Netherlands.

Calls were placed earlier today by Garmin executives to Tele Atlasexecutives. Prior to this there has been no contact between the two companiesor their respective advisers concerning a strategic combination. In accordancewith section 9d(2) of the Dutch Securities Market Supervision Decree 1995(Besluit toezicht effectenverkeer 1995, the "Decree"), Garmin has invited theBoards to meet with Garmin management within 7 days to discuss the intendedOffer and to determine whether the intended Offer could receive the supportand recommendation of each of the Boards. Garmin prefers that the intendedOffer be supported by each of the Boards but such support and recommendationis not a condition to launching and consummating the Offer.

Garmin is a leading, worldwide provider of navigation, communications andinformation devices with subsidiaries in the United States, Canada, Taiwan,the United Kingdom, Germany, France, Brazil and Singapore with pendingacquisitions in Denmark, Italy and Spain. Through its operating subsidiariesthe company designs, develops, manufactures and markets a diverse family ofhand-held, portable and fixed-mount GPS-enabled products and other navigation,communications and information products. Garmin's projected FY 2007 revenuesare nearly US$3 billion, and the company expects to ship more than 10 milliondevices in 2007. Garmin sells its products through a worldwide network ofapproximately 3,000 independent dealers and distributors in approximately 100countries.

This is an announcement in accordance with section 9b(2)(b) and section9d(2) of the Decree.

Garmin's key advisers are Credit Suisse Securities (USA) LLC, WachoviaCapital Markets LLC, Allen & Overy, Cleary Gottlieb Steen & Hamilton LLP,Ernst & Young, KPMG and Finsbury.

Garmin executives will discuss this transaction today at 10.00 CST/11.00EST/15.00 GMT/16.00 CET during its third quarter earnings call. For moreinformation, visit.

    Important Information    

Not for release, publication or distribution in whole or in part inCanada, Australia, Japan or Italy. In connection with the proposed Offer,Garmin expects to produce definitive offer materials, including an OfferMemorandum pursuant to Dutch law. Investors are urged to read any documentsregarding the proposed Offer if and when they become available because theywill contain important information regarding the proposed Offer. Investorswill be able to obtain copies of such documents from Garmin, free of charge,once they are available. This announcement shall not constitute an offer tobuy or the solicitation of an offer to sell any securities, nor shall there beany purchase of securities in any jurisdiction in which such offer,solicitation, purchase or sale would be unlawful prior to registration orqualification of the proposed Offer under the securities laws of any suchjurisdiction. The information on Tele Atlas in this press release has beensourced from public disclosure by Tele Atlas and has not been verified byGarmin.

    About Garmin Ltd.    

Through its operating subsidiaries, Garmin Ltd. designs, manufactures,markets and sells navigation, communication and information devices andapplications -- most of which are enabled by GPS technology. Garmin is aleader in the consumer and general aviation GPS markets and its products serveaviation, marine, outdoor recreation, automotive, wireless and OEMapplications. Garmin Ltd. is incorporated in the Cayman Islands, and itsprincipal subsidiaries are located in the United States, Taiwan and the UnitedKingdom. For more information, visit Garmin's virtual pressroom at or contact the Media Relations department at913-397-8200. Garmin is a registered trademark of Garmin Ltd.

    Notice on Forward-Looking Statements    

This announcement includes forward-looking statements. These statementsare based on the current expectations of Garmin Ltd. and are naturally subjectto uncertainty and changes in circumstances. Forward-looking statementsinclude, without limitation, statements containing words such as "intends" or"intended". By their nature, forward-looking statements involve risk anduncertainty because they relate to events and depend on circumstances thatwill occur in the future. There are a number of factors that could causeactual results and developments to differ materially from those expressed orimplied by such forward-looking statements. Other unknown or unpredictablefactors could cause actual results to differ materially from those in theforward-looking statements. These factors include those discussed oridentified in the filings by Garmin with the U.S. Securities and ExchangeCommission in its Annual Report on Form 10-K. Garmin does not undertake anyobligation to update publicly or revise forward-looking statements, whether asa result of new information, future events or otherwise, except to the extentlegally required.

For further information

North American, Ted Gartner, +1-913-440-1240,or Jessica Myers, +1-913-440-1411, both of Garmin International Inc., ormedia.relations@Garmin.com
or European, Rollo Head, or James Leviton, bothof Finsbury Group, +44 20 7251 3801 Web Site:

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