As filed with the Securities and Exchange Commission on January 23, 2007

Registration No. 333-139536

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549


Amendment No. 1 to

FORM S-4

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933


NAVTEQ CORPORATION

(Exact name of registrant as specified in its charter)

Delaware

 

7372

 

77-0170321

(State or other jurisdiction of

 

(Primary standard industrial

 

(I.R.S. Employer

incorporation or organization)

 

classification code number)

 

Identification No.)

 

222 Merchandise Mart, Suite 900
Chicago, Illinois 60654
(312) 894-7000

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Lawrence M. Kaplan, Esq.
Senior Vice President and General Counsel
NAVTEQ Corporation
222 Merchandise Mart, Suite 900
Chicago, Illinois 60654
(312) 894-7000

(Address, including zip code, and telephone number, including area code, of agent for service)


Copies to:

Thomas L. Hanley, Esq.

 

William W. Matthews, Esq.

Pepper Hamilton LLP

 

Barry Siegel, Esq.

600 14th Street, N.W.

 

Klehr, Harrison, Harvey, Branzburg & Ellers LLP

Washington, D.C. 20005

 

260 South Broad Street

(202) 220-1200

 

Philadelphia, PA 19102

 

 

(215) 568-6060

 


Approximate date of commencement of proposed sale to the public:  As soon as practicable after this Registration Statement is declared effective and all other conditions to the merger described herein have been satisfied or waived.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. o

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act Registration Statement number of the earlier effective Registration Statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act Registration Statement number of the earlier effective Registration Statement for the same offering. o


The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

 




Subject to completion, dated January 23, 2007

The information in this proxy statement/prospectus is not complete and may be changed. NAVTEQ may not sell these securities until the registration statement filed with the Securities and Exchange Commission, of which this document is a part, is declared effective. This proxy statement/prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer, solicitation or sale is not permitted or would be unlawful. Any representation to the contrary is a criminal offense.

GRAPHIC

TRAFFIC.COM, INC.
851 Duportail Road
Wayne, Pennsylvania 19087

              , 2007

Dear Stockholder:

You are cordially invited to attend a special meeting of the stockholders of Traffic.com, Inc. (“Traffic.com”) to be held on          , 2007, at          a.m., Eastern Time. The special meeting will be held at the Valley Forge Suites, 888 Chesterbrook Blvd., Wayne, Pennsylvania 19087.

As described in the enclosed proxy statement/prospectus, at the special meeting, you will be asked to consider and vote upon a proposal to adopt an Agreement and Plan of Merger that Traffic.com entered into as of November 5, 2006 with NAVTEQ Corporation, NAVTEQ Holdings B.V. and NAVTEQ Holdings Delaware, Inc., pursuant to which Traffic.com will merge with and into NAVTEQ Holdings Delaware, Inc. If holders of record of a majority of the outstanding shares of Traffic.com common stock as of                      2007 and entitled to vote in person or by proxy at the special meeting vote to adopt the Agreement and Plan of Merger and the other conditions in the Agreement and Plan of Merger are satisfied or waived, Traffic.com will be merged with and into NAVTEQ Holdings Delaware, Inc. and NAVTEQ Holdings Delaware, Inc. will continue as the surviving corporation. NAVTEQ Holdings Delaware, Inc. is a wholly-owned subsidiary of NAVTEQ Holdings B.V., which is a wholly-owned subsidiary of NAVTEQ Corporation.

As further described in this proxy statement/prospectus, each Traffic.com stockholder will receive per share outstanding of Traffic.com common stock, at the election of the stockholder thereof: either (i) $8.00 in cash, without interest, or (ii) 0.235 shares of NAVTEQ common stock. Note that your election of cash or stock will be subject to certain conditions and limitations, including a limit on total cash consideration of $49 million (minus the cash value of dissenting shares) and a limit on the total number of NAVTEQ shares issued of 4.3 million (less the shares of NAVTEQ common stock issued to holders of warrants to purchase Traffic.com stock that are exchanged for NAVTEQ common stock).  It is likely, therefore, that if you elect to receive cash for your shares of Traffic.com common stock, you will receive a combination of NAVTEQ common stock and cash in proportions that will depend on the elections made by other Traffic.com stockholders.  Similarly, if you elect to receive shares of NAVTEQ common stock, you are likely to receive a combination of NAVTEQ common stock and cash in proportions that will depend on the elections by other Traffic.com stockholders.  These conditions and limitations are described in greater detail in the proxy statement/prospectus.

As further described in this proxy statement/prospectus, certain affiliated stockholders of Traffic.com owning        outstanding shares of Traffic.com common stock as of the record date, have agreed pursuant to a voting agreement to elect to receive their merger consideration entirely in shares of NAVTEQ common stock.

NAVTEQ common stock is listed on the New York Stock Exchange under the trading symbol “NVT.” On January 19, 2007, the closing sale price of NAVTEQ common stock was $31.63.

Traffic.com’s board of directors investigated, considered and evaluated the terms and conditions of the Agreement and Plan of Merger. Based on its review, Traffic.com’s board of directors has unanimously determined that the merger is advisable, fair to, and in the best interests of Traffic.com and its stockholders and recommends that you vote FOR the adoption of the Agreement and Plan of Merger.

Your vote is very important, regardless of the number of shares you own. Traffic.com cannot complete the merger unless the Agreement and Plan of Merger is adopted and the merger is approved by the affirmative vote of the holders of a majority of the outstanding shares of Traffic.com common stock entitled to vote at the special meeting. Whether or not you plan to attend the special meeting, please promptly complete, sign and return the enclosed proxy card in the envelope provided. Your shares then will be represented at the special meeting. Note that a failure to vote your shares has the same effect as a vote against the adoption of the Agreement and Plan of Merger. If a written proxy card is signed by a stockholder of Traffic.com and returned without instructions, the shares represented by the proxy will be voted FOR the adoption of the Agreement and Plan of Merger. If you attend the special meeting, you may, by following the procedures discussed in the accompanying documents, withdraw your proxy and vote in person.

The accompanying notice of special meeting, proxy statement/prospectus and proxy card explain the proposed merger and provide specific information concerning the special meeting. Please read these materials carefully. In particular, please see the section entitled “Risk Factors” beginning on page 26 of this proxy statement/prospectus.

On behalf of the board of directors, I would like to express our appreciation for your continued interest in Traffic.com. We look forward to seeing you at the special meeting.

Sincerely,

GRAPHIC

Mark J. DeNino
Chairman of the Board

Wayne, Pennsylvania

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the merger described in this proxy statement/prospectus, passed upon the fairness or merits of this transaction, or passed upon the accuracy or adequacy of the disclosure in this document. Any representation to the contrary is a criminal offense.

This proxy statement/prospectus is dated                   , 2007, and is first being mailed to Traffic.com stockholders

beginning on or about              , 2007.




TRAFFIC.COM, INC.
851 Duportail Road
Wayne, Pennsylvania 19087

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
To Be Held On                           , 2007

TO THE STOCKHOLDERS:

NOTICE IS HEREBY GIVEN that a special meeting of stockholders of Traffic.com, Inc. (“Traffic.com”) will be held on                    , 2007, at            a.m., Eastern Time, at Valley Forge Suites, 888 Chesterbrook Blvd., Wayne, Pennsylvania 19087 (the “Special Meeting”), for the following purposes:

1.                     To vote on a proposal to adopt the Agreement and Plan of Merger (the “Merger Agreement”), dated as of November 5, 2006, by and among Traffic.com, NAVTEQ Corporation, NAVTEQ Holdings B.V. and NAVTEQ Holdings Delaware, Inc., pursuant to which Traffic.com will merge with and into NAVTEQ Holdings Delaware, Inc., at which time the corporate existence of Traffic.com will cease and NAVTEQ Holdings Delaware, Inc. will continue as the surviving corporation, and to approve the merger; and

2.                     To transact any other business as may properly come before the Special Meeting or any adjournments or postponements of the Special Meeting.

The merger proposal is more fully described in the accompanying proxy statement/prospectus, which you should read carefully in its entirety before voting. The Merger Agreement is included as Annex A to the proxy statement/prospectus. The accompanying proxy statement/prospectus is first being furnished to the stockholders of Traffic.com on or about         , 2007.

The board of directors has fixed the close of business on               , 2007 as the record date for determining the stockholders entitled to receive notice of and to vote at, either in person or by proxy, the Special Meeting and at any adjournments or postponements thereof. As of the record date, there were              shares of common stock outstanding and entitled to vote. If a written proxy card is signed by a stockholder of Traffic.com and returned without instructions, the shares represented by the proxy will be voted FOR the adoption of the Merger Agreement.

THE BOARD OF DIRECTORS AND THE SPECIAL COMMITTEE HAVE DETERMINED THAT THE MERGER IS IN THE BEST INTERESTS OF TRAFFIC.COM AND ITS STOCKHOLDERS AND UNANIMOUSLY RECOMMEND THAT YOU VOTE FOR THE ADOPTION OF THE MERGER AGREEMENT.

A majority of shares of Traffic.com common stock outstanding on the record date and entitled to vote must be voted in favor of the merger proposal in order for the Merger Agreement to be adopted. Your failure to vote your shares will have the same effect as voting against the merger proposal.

In connection with the proposed merger, you may exercise appraisal rights as provided in the Delaware General Corporation Law. The procedure for exercising appraisal rights is summarized under the heading “Appraisal Rights” in the accompanying proxy statement/prospectus and a copy of Section 262 of the Delaware General Corporation Law, which includes the specific procedures for exercising appraisal rights, is included as Annex D to the proxy statement/prospectus.




It is important for your shares to be represented at the special meeting. Please promptly mark, sign, date and return the enclosed proxy even if you plan to attend the special meeting. You should not send any certificates representing Traffic.com common stock with your proxy.

We look forward to seeing you at the special meeting.

By Order of the Board of Directors,

 

GRAPHIC

 

Brian J. Sisko

 

Senior Vice President,

 

Secretary and General Counsel

 




PROXY STATEMENT/PROSPECTUS

Traffic.com, Inc. is providing this proxy statement/prospectus and accompanying proxy card to you in connection with the solicitation by its board of directors of proxies to be voted at a special meeting of stockholders and at any adjournment of the special meeting. This proxy statement/prospectus also constitutes a prospectus of NAVTEQ Corporation with respect to the shares of common stock of NAVTEQ Corporation that will be issued to stockholders of Traffic.com, Inc. pursuant to the merger described herein.

ADDITIONAL INFORMATION

This proxy statement/prospectus incorporates by reference important business and financial information about NAVTEQ Corporation, which we refer to herein as NAVTEQ, from documents that are not included in or delivered with this proxy statement/prospectus. For a more detailed description of the information incorporated by reference into this proxy statement/prospectus and how you may obtain it, see “Where You Can Find More Information” on page 182 of this proxy statement/prospectus.

You can obtain any of the documents incorporated by reference into this proxy statement/prospectus from NAVTEQ through the “Financial Information—SEC Filings” link located on the Investor Relations page of NAVTEQ’s website at www.navteq.com or from the Securities and Exchange Commission, which is referred to herein as the SEC, through the SEC’s website at www.sec.gov. Documents incorporated by reference are also available from NAVTEQ without charge, excluding any exhibits to those documents, unless the exhibit is specifically incorporated by reference as an exhibit in this proxy statement/prospectus. Traffic.com stockholders may request a copy of such documents by contacting NAVTEQ at:

NAVTEQ Corporation
222 Merchandise Mart, Suite 900
Chicago, Illinois 60654
Attn: Investor Relations
Telephone: (312) 894-7000

You may obtain copies of information relating to Traffic.com, without charge, by contacting Traffic.com at:

Traffic.com, Inc.
851 Duportail Road
Wayne, PA 19087
Attn: General Counsel
Telephone: (610) 725-9700

We are not incorporating the contents of the websites of the SEC, NAVTEQ, Traffic.com or any other person into this document. We are only providing the information about how you can obtain certain documents that are specifically incorporated by reference into this proxy statement/prospectus at these websites for your convenience.

In order for you to receive timely delivery of the NAVTEQ documents incorporated by reference into this proxy statement/prospectus in advance of the Traffic.com special meeting, NAVTEQ should receive your request no later than         , 2007, which is five business days prior to the special meeting.




TABLE OF CONTENTS

 

 

Page

 

CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS

 

1

 

QUESTIONS AND ANSWERS ABOUT THE MERGER AND THE SPECIAL MEETING

 

3

 

SUMMARY

 

9

 

The Companies

 

9

 

The Merger

 

9

 

Ownership of NAVTEQ After the Merger

 

11

 

Risk Factors

 

11

 

Traffic.com Stockholders Entitled to Vote; Vote Required

 

11

 

Recommendation of the Traffic.com Board of Directors

 

11

 

Opinion of Financial Advisor to Traffic.com’s Board of Directors, Allen & Company LLC, and Opinion of Financial Advisor to the Special Committee of Traffic.com’s Board of Directors, Susquehanna Financial Group, LLLP

 

12

 

Share Ownership and Voting Agreements of Traffic.com Directors and Executive Officers

 

12

 

Interests of Traffic.com Directors and Executive Officers in the Merger

 

13

 

Listing of NAVTEQ Common Stock and Delisting and Deregistration of Traffic.com Common Stock

 

13

 

Appraisal Rights

 

14

 

Conditions to Completion of the Merger

 

14

 

Regulatory Matters

 

14

 

Agreement to Complete the Merger

 

15

 

Traffic.com is Generally Prohibited from Soliciting Other Offers

 

15

 

Termination of the Merger Agreement

 

15

 

Termination Fee

 

16

 

Material United States Federal Income Tax Consequences of the Merger

 

16

 

Accounting Treatment

 

16

 

Differences in Rights of NAVTEQ Stockholders and Traffic.com Stockholders

 

16

 

NAVTEQ SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA

 

17

 

TRAFFIC.COM SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA

 

20

 

COMPARATIVE HISTORICAL AND PRO FORMA PER SHARE DATA

 

22

 

COMPARATIVE PER SHARE MARKET PRICE DATA

 

24

 

RISK FACTORS

 

26

 

Risk Factors Relating to the Merger

 

26

 

Risks Related to NAVTEQ’s Business

 

33

 

THE SPECIAL MEETING OF TRAFFIC.COM STOCKHOLDERS

 

48

 

Date, Time and Place of Special Meeting

 

48

 

Purpose of the Special Meeting

 

48

 

Record Date for the Special Meeting

 

48

 

Vote of Traffic.com Stockholders Required for Adoption of the Merger

 

48

 

Adjournment or Postponement

 

49

 

Voting and Voting of Proxies

 

49

 

Revocability of Proxies

 

50

 

Solicitation of Proxies

 

50

 

Householding of Special Meeting Materials

 

50

 




 

THE MERGER

 

51

 

General

 

51

 

Background of the Merger

 

51

 

Traffic.com’s Reasons for the Merger; Recommendation of the Merger by the Board of Directors

 

57

 

Opinion of Allen & Company LLC to the Traffic.com Board of Directors

 

60

 

Opinion of Susquehanna Financial Group, LLLP to the Special Committee of Traffic.com’s Board of Directors

 

72

 

NAVTEQ’s Reasons for the Merger

 

81

 

Interests of Traffic.com’s Directors and Executive Officers in the Merger

 

83

 

Material United States Federal Income Tax Consequences of the Merger

 

85

 

Regulatory Matters

 

88

 

Accounting Treatment of the Merger

 

88

 

Appraisal Rights

 

89

 

Listing of NAVTEQ Common Stock

 

91

 

Delisting and Deregistration of Traffic.com Common Stock after the Merger

 

91

 

Restrictions on Sales of Shares of NAVTEQ Common Stock Received in the Merger

 

91

 

THE MERGER AGREEMENT

 

92

 

The Merger

 

92

 

Closing and Effective Time of the Merger

 

92

 

Treatment of Securities

 

92

 

Fractional Shares

 

94

 

Stockholder Elections; Allocation; Proration Procedures

 

94

 

Dissenting Shares

 

99

 

Representations and Warranties

 

99

 

Conduct of Business Prior to the Effective Time of the Merger

 

102

 

Restriction on NAVTEQ Purchasing Traffic.com Shares

 

105

 

Traffic.com Prohibited from Soliciting Other Offers

 

105

 

Obligations of Traffic.com’s Board of Directors with Respect to its Recommendation and Holding a Meeting of its Stockholders

 

107

 

Confidentiality and Access to Information

 

108

 

Public Disclosure

 

109

 

Regulatory Filings

 

109

 

State Anti-Takeover Law

 

110

 

Third Party Consents

 

110

 

Indemnification and Insurance

 

110

 

Termination of Certain Agreements and Plans

 

111

 

Conditions to Obligations to Complete the Merger

 

111

 

Material Adverse Effect

 

114

 

Amendment and Waiver

 

115

 

Termination; Termination Fee and Expenses

 

115

 

THE VOTING AGREEMENTS

 

119

 

Agreement to Vote and Irrevocable Proxy

 

119

 

Stock Election

 

120

 

Transfer Restrictions

 

120

 

Termination

 

121

 

 




 

INFORMATION ABOUT NAVTEQ

 

122

 

Overview

 

122

 

Corporate Information

 

123

 

Additional Information

 

123

 

INFORMATION ABOUT TRAFFIC.COM

 

124

 

Overview

 

124

 

Traffic.com’s Response to Significant Trends

 

124

 

Traffic.com’s Solution

 

126

 

Delivery Applications and Services

 

128

 

Traffic.com’s Strategy

 

131

 

Customers

 

132

 

Sales and Marketing

 

135

 

Competition

 

136

 

Government Contracts

 

137

 

Intellectual Property

 

138

 

Employees

 

139

 

Corporate Information

 

139

 

Properties

 

139

 

Legal Proceedings

 

140

 

Equity Compensation Plan Information

 

140

 

Comparison of Total Stockholder Return

 

141

 

Security Ownership of Certain Beneficial Owners and Management

 

142

 

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

145

 

Overview

 

145

 

Traffic.com’s Revenue Profile and Business Trends

 

145

 

Traffic.com’s Sources of Revenue

 

147

 

Traffic.com’s Cost of Revenue

 

149

 

Traffic.com’s Operating Expenses

 

150

 

Traffic.com’s Results of Operations

 

150

 

Seasonality

 

158

 

Liquidity and Capital Resources

 

158

 

Indebtedness

 

160

 

Inflation

 

160

 

Off-Balance Sheet Arrangements

 

161

 

Recent Accounting Pronouncements

 

161

 

Quantitative and Qualitative Disclosures About Market Risk

 

161

 

Contractual Obligations

 

161

 

Critical Accounting Policies and Estimates

 

162

 

Stock-Based Compensation

 

162

 

Long-Lived Assets

 

163

 

Income Taxes

 

164

 

Traffic.com’s Revenue Recognition Pursuant to the U.S. DOT Contract

 

164

 

NAVTEQ UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

 

165

 

NOTES TO NAVTEQ UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

 

170

 

COMPARISON OF STOCKHOLDER RIGHTS AND CORPORATE GOVERNANCE MATTERS

 

172

 




 

Authorized Capital Stock

 

172

 

Number of Directors

 

172

 

Election of Directors

 

172

 

Cumulative Voting for Directors

 

173

 

Removal of Directors

 

173

 

Liabilities of Directors; Directors’ Fiduciary Duties

 

173

 

Indemnification of Corporate Agents

 

174

 

Appraisal Rights

 

175

 

Issuance of Additional Stock

 

176

 

Stockholder Voting on Mergers and Certain Other Transactions

 

176

 

Business Combinations with Interested Stockholders

 

177

 

Stockholder Rights Plan

 

177

 

Special Meetings

 

177

 

Action by Stockholders Without a Meeting

 

178

 

Charter and Bylaws Amendments

 

178

 

ADDITIONAL INFORMATION

 

180

 

Stockholder Proposals

 

180

 

Legal Matters

 

181

 

Experts

 

181

 

WHERE YOU CAN FIND MORE INFORMATION

 

182

 

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS OF TRAFFIC.COM, INC. 

 

F-1

 

 

ANNEXES

 

 

 

Annex A

Agreement and Plan of Merger

 

 

 

Annex B-1

Voting Agreement, dated as of November 5, 2006, by and among NAVTEQ Corporation and each of Robert N. Verratti, David L. Jannetta, The Jannetta Family Trust, Mark J. DeNino, and Christopher M. Rothey

 

 

 

Annex B-2

Voting Agreement, dated as of November 5, 2006, by and among NAVTEQ Corporation and each of TL Ventures III L.P., TL Ventures III Offshore L.P., TL Ventures III Interfund L.P., TL Ventures IV L.P. and TL Ventures IV Interfund L.P.

 

 

 

Annex C-1

Opinion of Financial Advisor to Traffic.com’s Board of Directors, Allen & Company LLC

 

 

 

Annex C-2

Opinion of Financial Advisor to the Special Committee of Traffic.com’s Board of Directors, Susquehanna Financial Group, LLLP

 

 

 

Annex D

Section 262 of the Delaware General Corporation Law

 

 

 

 




CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS

This proxy statement/prospectus and the other documents incorporated by reference into this proxy statement/prospectus contain or may contain “forward looking statements” intended to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995. These statements can be identified by the fact that they do not relate strictly to historical or current facts. We have based these forward-looking statements on our current expectations about future events. Further, statements that include words such as “may,” “will,” “project,” “might,” “expect,” “believe,” “anticipate,” “intend,” “could,” “would,” “estimate,” “continue” or “pursue,” or the negative of these words or other words or expressions of similar meaning may identify forward-looking statements. These forward-looking statements are found at various places throughout this proxy statement/prospectus and the other documents incorporated by reference into this proxy statement/prospectus. These forward-looking statements, including, without limitation, those relating to future actions, new projects, strategies, future performance, the outcome of contingencies such as legal proceedings and future financial results, in each case relating to NAVTEQ or Traffic.com, respectively, wherever they occur in this proxy statement/prospectus or the other documents incorporated by reference into this proxy statement/prospectus, are necessarily estimates reflecting the judgment of the respective managements of NAVTEQ and Traffic.com and involve a number of risks and uncertainties that could cause actual results to differ materially from those suggested by the forward-looking statements. These forward-looking statements should, therefore, be considered in light of various important factors, including those set forth in this proxy statement/prospectus under “Risk Factors” and elsewhere and in those documents incorporated by reference into this proxy statement/prospectus. In addition to the risk factors identified elsewhere, important factors that could cause actual results to differ materially from estimates or projections contained in the forward-looking statements include, without limitation:

·       the effects of local and national economic, credit and capital market conditions on the economy in general, and on the automotive, consumer mobile device and advertising (including television, radio and Internet) industries or any segment of any such industries in particular, and the effects of foreign exchange rates and interest rates;

·       the ability to obtain the approval of Traffic.com’s stockholders, to obtain or meet the closing conditions in the merger agreement, including applicable regulatory and tax requirements, and to otherwise complete the merger in a timely manner;

·       the ability to integrate the operations of Traffic.com into NAVTEQ in a timely and cost-effective manner;

·       the ability of NAVTEQ to integrate other companies acquired by NAVTEQ with the operations of NAVTEQ and Traffic.com;

·       the actual operating results, earnings per share dilution and revenue and cost synergies after the merger;

·       the growth rates for adverstising revenue related to licensing and distribution of traffic data, mix of revenue among customers and sales channels and share of business after the merger;

·       the ability of NAVTEQ or the combined company to attract and retain key customers and forecast customer demand patterns in future periods;

·       the effects of competition on pricing, revenues and earnings;

·       the ability to retain key personnel both before and after the merger;

·       the ability of each company to successfully execute its business strategies before and after the merger;




·       the extent and timing of market acceptance of new products or product services;

·       the ability of each company to procure, maintain, enforce and defend its patents and proprietary rights;

·       changes in third party relations and approvals;

·       changes in laws, including increased tax rates, regulations or accounting standards and decisions of courts, regulators and governmental bodies;

·       the ability to recoup costs of capital investments through higher revenues; and

·       the occurrence of acts of war or terrorist incidents.

You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this proxy statement/prospectus or, in the case of documents incorporated by reference, as of the date of those documents. Neither NAVTEQ nor Traffic.com undertakes any obligation to publicly update or release any revisions to these forward-looking statements to reflect events or circumstances after the date of this proxy statement/prospectus or to reflect the occurrence of unanticipated events, except as required by law.

2




QUESTIONS AND ANSWERS ABOUT THE MERGER AND THE SPECIAL MEETING

The following are some questions that you, as a stockholder of Traffic.com, may have regarding the merger and the other matters being considered at the special meeting of Traffic.com stockholders and brief answers to those questions. You are urged to read carefully the remainder of this proxy statement/prospectus because the information in this section may not provide all the information that might be important to you with respect to the merger and the other matters being considered at the special meeting. Additional important information is also contained in the annexes to, and the documents incorporated by reference in, this proxy statement/prospectus.

Q:                  Why am I, as a Traffic.com stockholder, receiving this proxy statement/prospectus?

A:                    NAVTEQ and Traffic.com have agreed to the acquisition of Traffic.com by NAVTEQ under the terms of a merger agreement that is described in this proxy statement/prospectus. Please see “The Merger Agreement” beginning on page 92 of this proxy statement/prospectus. A copy of the merger agreement is attached to this proxy statement/prospectus as Annex A.

In order to complete the merger, Traffic.com stockholders must adopt the merger agreement. Traffic.com will hold a special meeting of its stockholders to obtain this approval.

This proxy statement/prospectus contains important information about the merger, the merger agreement and the special meeting of the stockholders of Traffic.com, which you should read carefully. The enclosed voting materials allow you to vote your shares without attending the special meeting.

Your vote is very important. We encourage you to vote as soon as possible. For more specific information on how to vote, please see the questions and answers for the Traffic.com stockholders below.

Q:                  Why are NAVTEQ and Traffic.com proposing the merger?

A:                    NAVTEQ and Traffic.com each believe that combining the strengths of the two companies is in the best interests of each company and its stockholders. The acquisition of Traffic.com will provide NAVTEQ with proprietary traffic content, as well as the technology and expertise to deliver that content to a wide variety of customers across multiple industries. Combined, the two companies have the potential to create and deliver advanced dynamic content that will fuel the next generation of location-enabled applications. Both Traffic.com and NAVTEQ believe that the combination will create a stronger and more competitive company that will be capable of creating more stockholder value than Traffic.com or NAVTEQ could as separate companies. In addition, Traffic.com is also proposing the merger to provide its stockholders with both the opportunity to receive a premium for their shares to the trading price of Traffic.com’s common stock immediately prior to the announcement of the merger agreement and to participate in the potential growth of the combined company. To review the reasons for the merger in greater detail, see “The Merger — Traffic.com’s Reasons for the Merger; Recommendation of the Merger by the Board of Directors” on page 57 and “The Merger — NAVTEQ’s Reasons for the Merger” on page 81 of this proxy statement/prospectus.

Q:                  What will happen in the merger?

A:                    Pursuant to the terms of the merger agreement, Traffic.com will merge with and into NAVTEQ Holdings Delaware, Inc., a newly formed, wholly-owned subsidiary of NAVTEQ Holdings B.V., which is a wholly-owned subsidiary of NAVTEQ. Upon the consummation of the merger, NAVTEQ Holdings Delaware, Inc. will survive the merger as a direct wholly-owned subsidiary of NAVTEQ Holdings B.V. and the separate existence of Traffic.com will cease.

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Q:                  What consideration will Traffic.com stockholders receive in the merger?

A:                    Under the merger agreement, at the effective time of the merger, each outstanding share of Traffic.com common stock will be converted into the right to receive, at the election of each Traffic.com stockholder (subject to certain conditions, including those pertaining to pro-ration): (i) $8.00 in cash, without interest or (ii) 0.235 shares of NAVTEQ common stock. The election of cash or stock will be subject to a limit on total cash consideration of $49 million (minus the cash value of dissenting shares) and a limit on total stock consideration equal to 4.3 million shares of NAVTEQ common stock (less the shares of NAVTEQ common stock issued to holders of warrants to purchase Traffic.com stock that are exchanged for NAVTEQ common stock). As further described in the section entitled “The Voting Agreements” beginning on page 119 of this proxy statement/prospectus, certain affiliated stockholders of Traffic.com owning       outstanding shares of Traffic.com common stock as of the record date have agreed pursuant to a voting agreement to elect to receive their merger consideration entirely in shares of NAVTEQ common stock.

Q:                  What must Traffic.com stockholders do to elect to receive cash or NAVTEQ common stock?

A:                    To elect to receive cash or NAVTEQ common stock for your shares of Traffic.com common stock, you must indicate in the place provided on the election form, which you will receive in a separate mailing, the number of shares of Traffic.com common stock that you own and whether you prefer to receive cash, stock or you do not have a preference. You cannot elect to receive both cash and stock and your election will cover all of the shares of Traffic.com stock that you own. You must then sign the form and return it in the separate envelope that will be provided to you along with the election form so that it is received prior to the election deadline, which is 5:00 p.m. Eastern time on the date that is ten business days following the effective date of the merger. If the merger occurs, NAVTEQ will promptly make a public announcement of this fact.

Q:                  Can I revoke or change my election after I mail my form of election?

A:                    Yes. You may revoke or change your election at any time before the election deadline. You can do this by sending a written notice of such revocation or change in your election to the exchange agent at the address contained on the election form.

If you revoke your election form and then do not re-submit an election form that is timely, you will be deemed to have indicated that you are making no election with respect to your shares of Traffic.com common stock.

Q:                  Are Traffic.com stockholders guaranteed to receive the amount of cash or NAVTEQ common stock that they request on their election form?

A:                    No. The election of cash or stock will be subject to a limit on total cash consideration of $49 million (minus the cash value of dissenting shares) and a limit on the total number of NAVTEQ shares issued of 4.3 million (less the shares of NAVTEQ common stock issued to holders of warrants to purchase Traffic.com stock that are exchanged for NAVTEQ common stock). It is likely, therefore, that if you elect to receive cash for your shares of Traffic.com common stock, you will receive a combination of NAVTEQ common stock and cash in proportions that will depend on the elections made by other Traffic.com stockholders. Similarly, if you elect to receive shares of NAVTEQ common stock, you are likely to receive a combination of NAVTEQ common stock and cash in proportions that will depend on the elections by other Traffic.com stockholders.

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Q:                  If I make an election to receive cash, under what circumstances will my election be re-allocated so that I receive a mix of cash and NAVTEQ common stock?

A:                    Your election will be re-allocated if the total cash elections exceed $49 million (minus the cash value of dissenting shares). In that circumstance, you will receive a combination of cash and NAVTEQ common stock following a pro rata adjustment of all elections for cash in order to stay within the cash limitation of $49 million (minus the cash value of dissenting shares).

Q:                  If I make an election to receive NAVTEQ common stock, under what circumstances will my election be re-allocated so that I receive a mix of cash and NAVTEQ common stock?

A:                    Your election may be re-allocated if the total stock elections exceed 4.3 million shares of NAVTEQ common stock (less the shares of NAVTEQ common stock issued to holders of warrants to purchase Traffic.com stock that are exchanged for NAVTEQ common stock). In that circumstance, you will receive a combination of cash and NAVTEQ common stock following a pro rata adjustment of all elections for NAVTEQ common stock in order to stay within the share limitation of 4.3 million NAVTEQ shares (less the shares of NAVTEQ common stock issued to holders of warrants to purchase Traffic.com stock that are exchanged for NAVTEQ common stock).

Q:                  What happens if I do not make an election or my election form is not timely received?

A:                    If the total cash elections made by all Traffic.com stockholders exceed $49 million (minus the cash value of dissenting shares), you will receive shares of NAVTEQ common stock. If the total stock elections made by all Traffic.com stockholders exceed 4.3 million shares (less the shares of NAVTEQ common stock issued to holders of warrants to purchase Traffic.com stock that are exchanged for NAVTEQ common stock), you will receive cash.

In any other event, you will receive a combination of NAVTEQ common stock and cash based on the amount of each such type of consideration remaining after allocations are made to the holders of shares of Traffic.com common stock who have made an election.

Q:                  How will I receive my shares of NAVTEQ common stock or cash?

A:                    After receiving the proper documentation from you and determining the proper allocations of cash and NAVTEQ common stock to be paid to all Traffic.com stockholders, the exchange agent will forward to you the cash and/or shares of NAVTEQ common stock to which you are entitled. More information on the documentation you are required to deliver to the exchange agent may be found under the caption “The Merger Agreement — Stockholder Elections; Allocations; Proration Procedures — Surrender and Payment” beginning on page 97 of this proxy statement/prospectus.

Stockholders will not receive any fractional shares of NAVTEQ common stock. Instead, they will receive cash, without interest, for any fractional share of NAVTEQ common stock that they might otherwise have been entitled to receive upon surrender of their Traffic.com common stock.

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Q:                  When do NAVTEQ and Traffic.com expect the merger to be completed?

A:                    NAVTEQ and Traffic.com are working to complete the merger as quickly as practicable and currently expect that the merger will be completed in the first quarter of 2007. However, we cannot predict the exact timing of the completion of the merger because it is subject to certain regulatory approvals and other conditions.

Q:                  What are the United States federal income tax consequences of the merger?

A:                    NAVTEQ and Traffic.com each expect the merger to qualify as a reorganization pursuant to Section 368(a) of the Internal Revenue Code. The U.S. federal income tax consequences of a reorganization to an exchanging Traffic.com stockholder will depend on the relative mix of cash and NAVTEQ common stock received by such Traffic.com stockholder.

Traffic.com stockholders should carefully review the information under the caption “Material United States Federal Income Tax Consequences of the Merger” beginning on page 85 of this proxy statement/prospectus for a description of the material U.S. federal income tax consequences of the merger to them. Each stockholder’s tax consequences will depend on such stockholder’s own situation. Traffic.com stockholders should consult their tax advisors for a full understanding of the tax consequences of the merger to them.

Q:                  What are Traffic.com stockholders voting on?

A:                    Traffic.com stockholders are voting on a proposal to adopt the merger agreement.

Q:                  What vote of Traffic.com stockholders is required to adopt the merger agreement?

A:                    Approval of the proposal to adopt the merger agreement requires the affirmative vote of the holders of a majority of the outstanding shares of Traffic.com common stock entitled to vote at the Traffic.com special meeting.

Q:                  Who can attend and vote at the special meeting?

A:                    All holders of record of Traffic.com common stock outstanding at the close of business on             , 2007, the record date, are entitled to notice of and to vote at the special meeting. As of the record date, there were              shares of Traffic.com common stock outstanding and entitled to vote at the special meeting, held by          holders of record.

Q:                  How does the Traffic.com board of directors recommend that Traffic.com stockholders vote?

A:                    The Traffic.com board of directors unanimously recommends that Traffic.com stockholders vote FOR the proposal to adopt the merger agreement. The Traffic.com board of directors and the special committee have determined that the merger agreement and the transactions contemplated by the merger agreement, including the merger, are advisable and fair to and in the best interests of Traffic.com and its stockholders. Accordingly, the Traffic.com board of directors has approved the merger agreement and the transactions contemplated by the merger agreement, including the merger. For a more complete description of the recommendation of the Traffic.com board of directors, see “The Merger — Traffic.com’s Reasons for the Merger, Recommendation of the Merger by the Board of Directors” beginning on page 57 of this proxy statement/prospectus.

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Q:                  When and where will the special meeting of Traffic.com stockholders be held?

A:                    The Traffic.com special meeting will take place at the Valley Forge Suites, 888 Chesterbrook Blvd., Wayne, Pennsylvania 19087, on            , 2007, at            a.m., Eastern Time.

Q:                  Are there any risks related to the merger or any risks relating to owning NAVTEQ common stock?

A:                    Yes. You should carefully review the section entitled “Risk Factors” beginning on page 26 of this proxy statement/prospectus. In addition, we encourage you to read NAVTEQ’s publicly filed documents incorporated by reference into this proxy statement/prospectus.

Q:                  Are there any stockholders already committed to vote in favor of the adoption of the merger agreement?

A:                    Yes. Pursuant to voting agreements entered into with NAVTEQ, certain directors and executive officers of Traffic.com — namely, Robert N. Verratti, Mark J. DeNino, David L. Jannetta and Christopher M. Rothey  — and certain other stockholders of Traffic.com have agreed to vote shares of Traffic.com common stock in favor of the adoption of the merger agreement at the special meeting. The shares held by such directors, officers and other stockholders collectively represented approximately    % of the outstanding shares of Traffic.com common stock as of the record date entitled to vote at the special meeting. For a more complete description of the voting agreements, see “The Voting Agreements” beginning on page 119 of this proxy statement/prospectus. The voting agreements are also attached to this proxy statement/prospectus as Annex B-1 and Annex B-2, respectively.

Q:                  Am I entitled to appraisal or dissenters’ rights?

A:                    Yes. Traffic.com stockholders are entitled to appraisal rights. Under Delaware law, Traffic.com stockholders have the right to dissent from the merger and, in lieu of receiving the merger consideration, obtain payment in cash of the fair value of their shares of Traffic.com common stock as determined by the Delaware Chancery Court. To exercise appraisal rights, a stockholder must strictly follow the procedures prescribed by Section 262 of the Delaware General Corporation Law. See “The Merger — Appraisal Rights” beginning on page     of this proxy statement/prospectus. In addition, the full text of the applicable provisions of Delaware law is included as Annex D to this proxy statement/prospectus.

Q:                  What should I do now in order to vote on the proposals being considered at the Traffic.com special meeting?

A:                    Stockholders of record of Traffic.com as of the record date of the Traffic.com special meeting may vote now by proxy by completing, signing, dating and returning the enclosed proxy card in the accompanying pre-addressed, postage paid envelope by following the instructions on the enclosed proxy card. If you hold Traffic.com common stock in “street name,” which means your shares are held of record by a broker, bank or nominee, you must provide the record holder of your shares with instructions on how to vote your shares. Please refer to the voting instruction card used by your broker, bank or nominee to see if you may submit voting instructions using the Internet or telephone.

Additionally, you may also vote in person by attending the Traffic.com special meeting. If you plan to attend the special meeting and wish to vote in person, you will be given a ballot at the special meeting. Please note, however, that if your shares are held in “street name,” and you wish to vote at the special meeting, you must bring a proxy from the record holder of the shares

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authorizing you to vote at the special meeting. Whether or not you plan to attend the special meeting, you should submit your proxy as described in this proxy statement/prospectus.

Q:                  Should I send in my Traffic.com share certificates now?

A:                    No. You should not send in your Traffic.com stock certificates now. Following the merger, a letter of transmittal will be sent to you informing you of where to deliver your Traffic.com stock certificates in order to receive the cash consideration and/or shares of NAVTEQ common stock (plus any cash in lieu of a fractional share of NAVTEQ common stock) to which you are entitled. You should not send in your Traffic.com stock certificates prior to receiving the letter of transmittal.

Q:                  What will happen if I abstain from voting or fail to vote?

A:                    An abstention occurs when a stockholder attends a meeting, either in person or by proxy, but indicates an abstention from voting. If you abstain, it will have the same effect as voting against the proposal to adopt the merger agreement. If no instructions are indicated on a properly executed proxy or voting instruction card, the shares will be voted FOR the adoption of the proposal to adopt the merger agreement. If you fail to vote or if your shares are held in “street name” and you fail to instruct your broker how to vote your shares, it will have the same effect as voting against the proposal to adopt the merger agreement.

Q:                  Can I change my vote after I have delivered my proxy?

A:                    Yes.  If you are a holder of record, you can change your vote at any time before your proxy is voted at the special meeting by:

·       delivering a signed written notice of revocation to the Secretary of Traffic.com at:

Traffic.com, Inc.
851 Duportail Road
Wayne, Pennsylvania 19087

·       signing and delivering a new, valid proxy bearing a later date; or

·       attending the special meeting and voting in person, although your attendance alone will not revoke your proxy.

If your shares are held in a “street name” you must contact your broker, bank or other nominee to change your vote.

Q:                  What should I do if I receive more than one set of voting materials for the special meeting?

A:                    You may receive more than one set of voting materials for the special meeting, including multiple copies of this proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive.

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SUMMARY

The following is a summary that highlights selected information contained in this proxy statement/prospectus. This summary may not contain all of the information that may be important to you. For a more complete description of the merger agreement and the transactions contemplated by the merger agreement, including the merger, we encourage you to read carefully this entire proxy statement/prospectus, including the attached annexes. In addition, you should read the information regarding NAVTEQ incorporated by reference into this proxy statement/prospectus, which includes important business and financial information about NAVTEQ that has been filed with the SEC. You may obtain the information incorporated by reference into this proxy statement/prospectus without charge by following the instructions in the section entitled “Where You Can Find More Information” beginning on page 182 of this proxy statement/prospectus.

The Companies

NAVTEQ

NAVTEQ Corporation
222 Merchandise Mart, Suite 900
Chicago, Illinois 60654
(312) 894-7000

NAVTEQ is a leading provider of digital map information and related software and services used in a wide range of navigation, mapping and geographic-related applications, including products and services that provide maps, driving directions, turn-by-turn route guidance, fleet management and tracking and geographic information systems. NAVTEQ originally incorporated in the State of California in August 1985 as Karlin & Collins, Inc., and reincorporated in the State of Delaware in September 1987 as Navigation Technologies Corporation. In February 2004, NAVTEQ changed its name to NAVTEQ Corporation. NAVTEQ maintains a web site at www.navteq.com. Information contained on, or that may be accessed through, NAVTEQ’s web site is not part of this proxy statement/prospectus.

Traffic.com

Traffic.com, Inc.
851 Duportail Road
Wayne, Pennsylvania 19087
(610) 725-9700

Traffic.com is a leading provider of traffic information in the United States, which can be formatted to meet the personal or unique needs of its customers and delivered across multiple platforms, including radio, television, the Internet, wireless devices, and in-vehicle navigation systems. Traffic.com was incorporated in the State of Delaware on October 23, 1998 under the name Argus Networks, Inc. Traffic.com changed its name to Traffic.com, Inc. in October 1999, then to Mobility Technologies, Inc. in May 2001 and then back to Traffic.com, Inc. in March 2005. Traffic.com maintains a web site at www.traffic.com. Information contained on, or that may be accessed through, Traffic.com’s web site is not part of this proxy statement/prospectus.

The Merger (see page 92)

NAVTEQ and Traffic.com have agreed to the acquisition of Traffic.com by NAVTEQ under the terms of the merger agreement that is described in this proxy statement/prospectus. In the merger, Traffic.com will merge with and into NAVTEQ Holdings Delaware, Inc., a newly formed, wholly-owned

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subsidiary of NAVTEQ Holdings B.V. (a wholly-owned subsidiary of NAVTEQ). Upon the consummation of the merger, NAVTEQ Holdings Delaware, Inc. will survive as a direct wholly-owned subsidiary of NAVTEQ Holdings B.V. and the separate existence of Traffic.com will cease. We have attached the merger agreement to this proxy statement/prospectus as Annex A. We encourage you to carefully read the merger agreement in its entirety because it is the legal document that governs the merger.

Merger Consideration

Under the merger agreement, at the effective time of the merger, each outstanding share of Traffic.com common stock will be converted into the right to receive, at the election of the holder thereof (subject to certain conditions, including those pertaining to pro-ration): (i) $8.00 in cash, without interest, or (ii) 0.235 shares of NAVTEQ common stock, par value $0.001 per share. The election of cash or stock will be subject to a limit on the total cash consideration of $49 million (minus the cash value of dissenting shares) and a limit on the total stock consideration equal to 4.3 million shares of NAVTEQ common stock (less the shares of NAVTEQ common stock issued to holders of warrants to purchase Traffic.com stock that are exchanged for NAVTEQ common stock). For a full description of the merger consideration and the possible adjustments to the type of merger consideration and number of shares you might receive as a Traffic.com stockholder, see “The Merger Agreement — Treatment of Securities” and “Risk Factors — Risks Relating to the Merger” beginning on pages 92 and 26, respectively, of this proxy statement/prospectus.

Fractional Shares

NAVTEQ will not issue fractional shares of NAVTEQ common stock in the merger. As a result, each Traffic.com stockholder will receive cash for any fractional share of NAVTEQ common stock that the stockholder would otherwise be entitled to receive in the merger after aggregating all fractional shares to be received by the stockholder.

Treatment of Stock Options and Warrants

NAVTEQ will assume the following Traffic.com stock options that are outstanding upon consummation of the merger: (1) options that are not yet vested and exercisable, (2) options that are vested, and have a per share exercise price greater than the market price per share of Traffic.com common stock on the day immediately prior to the closing of the merger, and (3) options that are issued under the Traffic.com 1999 Non-Employee Option Plan, are vested and exercisable, which have a per share exercise price that is less than or equal to the market price per share of Traffic.com common stock on the day immediately prior to the closing of the merger.

With the exception of Traffic.com options issued under Traffic.com’s 1999 Non-Employee Option Plan, all Traffic.com options to purchase common stock that are vested, currently exercisable and which have a per share exercise price that is less than or equal to the market price per share of Traffic.com common stock on the day immediately prior to the closing date of the merger will be cancelled. Therefore, holders of these options must exercise them or exchange them, as described below, prior to the closing of the merger or the options will be cancelled and of no value. Option holders who exercise these options for Traffic.com common stock prior to the closing will be entitled to make the same elections of cash or NAVTEQ stock as all other Traffic.com stockholders. Alternatively, holders of these options may elect to exchange them, without first exercising them for shares of Traffic.com common stock, by delivering appropriate documentation to Traffic.com and NAVTEQ. Option holders who choose to exchange their options will be entitled to elect cash or NAVTEQ common stock on the same basis as Traffic.com stockholders (including the pro-ration provisions), and the consideration such option holders will receive will be net of the exercise price of the applicable option or options and any applicable withholding for taxes payable by the holder.

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Prior to the closing of the merger, Traffic.com must obtain written agreements from each holder of certain outstanding Traffic.com warrants which shall provide that such holder will (1) exercise their warrants prior to the closing of the merger, (2) in lieu of exercising such warrants for Traffic.com common stock, exchange each share underlying the warrants for 0.235 shares of NAVTEQ common stock, or (3) be subject to a new warrant or warrants in replacement of the Traffic.com warrants, in a form agreed to by such holders and NAVTEQ. The TL Ventures entities, affiliates of Traffic.com, have agreed to exchange their warrants for shares of NAVTEQ common stock.

Once converted, all such exchanged Traffic.com options and warrants will be cancelled and the holder of those options or warrants will no longer have any rights with respect to the exchanged options or warrants except for the right, upon surrender of such exchanged option or exchanged warrant, to receive the cash and/or stock consideration, certain dividends and distributions and cash in lieu of fractional shares of NAVTEQ common stock, in each case without interest.

For a full description of the treatment of stock options and warrants upon consummation of the merger, see “The Merger Agreement — Treatment of Securities” beginning on page 92 of this proxy statement/prospectus.

Ownership of NAVTEQ After the Merger

Based on the number of shares of NAVTEQ common stock issued and outstanding on January 19, 2007, and assuming the election by Traffic.com stockholders of 4.3 million shares, the maximum total stock consideration payable to Traffic.com stockholders, Traffic.com stockholders will hold approximately 4.4% of the issued and outstanding of NAVTEQ common stock immediately after the merger.

Risk Factors (see page 26)

In evaluating the merger, the merger agreement or the issuance of shares of NAVTEQ common stock in the merger, you should carefully read this proxy statement/prospectus and especially consider the factors discussed in the section entitled “Risk Factors” on page 26 of this proxy statement/prospectus.

Traffic.com Stockholders Entitled to Vote; Vote Required (see page 48)

The special meeting of Traffic.com stockholders will be held on             , 2007 at          a.m., Eastern Time, at Valley Forge Suites, 888 Chesterbrook Blvd., Wayne, Pennsylvania 19087. At the special meeting, the Traffic.com stockholders will be asked to adopt the merger agreement.

Only holders of record of Traffic.com common stock at the close of business on                 , 2007 are entitled to notice of and to vote at the special meeting. We refer to this date as the record date. As of the record date, there were                shares of Traffic.com common stock outstanding and entitled to vote at the special meeting held by                holders of record.

The adoption of the merger agreement requires the affirmative vote of the holders of a majority of the outstanding shares of Traffic.com common stock entitled to vote at the special meeting.

Recommendation of Traffic.com’s Board of Directors (see page 57)

Traffic.com’s board of directors has unanimously determined that the merger is advisable, fair to and in the best interests of Traffic.com and its stockholders and recommends that you vote FOR adoption of the merger agreement.

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Opinion of Financial Advisor to Traffic.com’s Board of Directors, Allen & Company LLC, and Opinion of Financial Advisor to the Special Committee of Traffic.com’s Board of Directors, Susquehanna Financial Group, LLLP (see pages 60-81 and Annex C-1 and Annex C-2)

Allen & Company LLC delivered an opinion to the Traffic.com board of directors and Susquehanna Financial Group, LLLP delivered an opinion to the special committee of the Traffic.com board of directors, each to the effect that, as of November 5, 2006, and based upon and subject to the various considerations described in each opinion, the merger consideration was fair from a financial point of view to the holders of Traffic.com common stock other than the stockholders enumerated therein.

The full text of the written opinions of each of Allen & Company LLC and Susquehanna Financial Group, LLLP, which set forth the assumptions made, procedures followed, matters considered, and qualifications and limitations on the review undertaken by Allen & Company LLC and Susquehanna Financial Group, LLLP, respectively, in rendering its opinion, are attached as Annex C-1 and Annex C-2 respectively, to this proxy statement/prospectus. Holders of Traffic.com common stock are urged to, and should, read each opinion carefully.

Each of Allen & Company LLC and Susquehanna Financial Group, LLLP provided its opinion for the information and assistance of the Traffic.com board of directors and special committee, respectively, in connection with its consideration of the merger. Each of the Allen & Company LLC and Susquehanna Financial Group, LLLP opinions addresses only the fairness, from a financial point of view, of the merger consideration to be paid to the holders of Traffic.com common stock (other than the stockholders enumerated in each opinion and any stockholders who demand and perfect appraisal rights) as of the date of the opinion. Neither Allen & Company LLC nor the Susquehanna Financial Group, LLLP opinion addresses any other aspect of the proposed merger or constitutes a recommendation as to how any holder of Traffic.com common stock should vote or act with respect to the adoption of the merger agreement or any other matter.

Share Ownership and Voting Agreements of Traffic.com Directors and Executive Officers (see pages 142 and 119)

At the close of business on the Traffic.com record date, directors and executive officers of Traffic.com and their affiliates beneficially owned approximately              shares of issued and outstanding Traffic.com common stock, collectively representing approximately       % of the shares of Traffic.com common stock outstanding on that date.  Adoption of the merger agreement requires the affirmative vote of the holders of a majority of the outstanding shares of Traffic.com common stock entitled to vote at the special meeting. Concurrently with the execution and delivery of the merger agreement, certain directors and executive officers and their affiliates entered into voting agreements with NAVTEQ and Traffic.com pursuant to which those directors and executive officers and affiliates have agreed to vote their Traffic.com shares outstanding as of the record date, collectively representing approximately       % of the outstanding shares of Traffic.com common stock entitled to vote at the special meeting, in favor of adoption of the merger agreement.

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Interests of Traffic.com Directors and Executive Officers in the Merger (see page 83)

In considering the recommendation of the Traffic.com board of directors with respect to the merger agreement and the merger, you should be aware that certain members of the Traffic.com board of directors and certain of Traffic.com’s executive officers have interests in the merger that may be different than, or in addition to, the interests of Traffic.com stockholders generally. These interests include:

·       Upon completion of the merger, Robert N. Verratti, Traffic.com’s Chief Executive Officer will be entitled to receive a bonus equal to 3% of the gross proceeds from the merger (up to a maximum amount of $5.4 million) less amounts received in the merger by Mr. Verratti in exchange for his stock holdings in Traffic.com, along with additional amounts in connection with a tax gross-up of such bonus. The bonus is payable in a combination of cash and NAVTEQ common stock. In addition, Mr. Verratti may receive a lump sum payment equal to $290,000, if he is terminated without cause or if he resigns within 12 months of the merger;

·       Mark J. DeNino, the Chairman of the board of directors, is a managing director of the TL Ventures entities, stockholders that own approximately 33.6% shares of issued and outstanding Traffic.com common stock as of November 3, 2006, and may be deemed to have shared voting and dispositive power over the shares of stock held by these stockholders along with the other members or stockholders of the respective general partners of the TL Ventures entities. Pursuant to an agreement with NAVTEQ and Traffic.com, the TL Ventures entities will receive only shares of NAVTEQ common stock in the merger with respect to the exchange of the Traffic.com warrants they hold;

·       John Josephson, a member of the board of directors, is a managing director of Allen & Company LLC, which will receive compensation from Traffic.com for its work as Traffic.com’s financial advisor and  provided a written opinion to the board of directors in connection with the merger as to the fairness, from a financial point of view, of the merger consideration being paid by NAVTEQ;

·       the potential receipt of severance payments, payable to certain Traffic.com executive officers if they are terminated without cause or were to resign for “good reason”;

·       the acceleration of vesting of certain directors’ and executive officers’ outstanding stock options, as a result of which these directors and executive officers will hold fully vested options;

·       the continued indemnification of, and provision for directors’ and officers’ liability insurance coverage to, current directors and officers of Traffic.com after the merger; and

·       the employment of certain executive officers of Traffic.com by NAVTEQ upon completion of the merger.

The Traffic.com board of directors was aware of these interests and considered them, among other matters, in making its recommendation to the Traffic.com stockholders.

Listing of NAVTEQ Common Stock and Delisting and Deregistration of Traffic.com Common Stock (see page 91)

Application will be made to have the shares of NAVTEQ common stock issued in the merger approved for listing on the New York Stock Exchange. If the merger is completed, Traffic.com common stock will no longer be listed on the Nasdaq Global Market and will be deregistered under the Securities Exchange Act of 1934, as amended, which we refer to as the Exchange Act, and Traffic.com will no longer file periodic public reports.

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Appraisal Rights (see page 89)

Under Delaware law, Traffic.com stockholders of record who do not vote in favor of the merger will be entitled to exercise appraisal rights and obtain payment for the judicially-determined fair value of their shares of Traffic.com common stock in connection with the merger if the merger is completed. A discussion of these appraisal rights is included in this proxy statement/prospectus beginning on page 89 of this proxy statement/prospectus and the relevant provisions of the Delaware General Corporation Law are included as Annex D to this proxy statement/prospectus.

Conditions to Completion of the Merger (see page 111)

A number of conditions must be satisfied before the merger will be completed. These include, among others:

·       the adoption of the merger agreement by the Traffic.com stockholders;

·       the expiration or termination of the waiting period, or any extension of the waiting period, if any, under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, which is referred to as the Hart-Scott-Rodino Act or HSR Act, and receipt of all clearances, consents and approvals necessary for completion of the merger under United States and foreign laws;

·       the number of shares dissenting from approval of the merger not exceeding ten percent of the aggregate number of shares of Traffic capital stock outstanding as of the record date for Traffic.com’s stockholders’ meeting;

·       the absence of any legal restraints or prohibitions preventing the completion of the merger;

·       the authorization for listing on the New York Stock Exchange of the shares of NAVTEQ common stock to be issued in the merger;

·       the effectiveness of a registration statement on Form S-4 and no stop order suspending the effectiveness of that Form S-4;

·       the representations and warranties of each party contained in the merger agreement being true and correct, except to the extent that breaches of those representations and warranties have not had and would not reasonably be expected to, individually or in the aggregate, have a material adverse effect on the representing party or have been waived;

·       the performance or compliance in all material respects of each party with all agreements and covenants contained in the merger agreement at the completion of the merger;

·       the delivery of written agreements from certain holders of outstanding Traffic.com warrants providing for the exercise of such warrants in full at or prior to closing, the exchange of such warrants for the per share stock consideration set forth in the merger agreement or the replacement of such warrants by new warrants in a form agreed to by NAVTEQ and such holders; and

·       the absence since the date of the merger agreement of the occurrence of a material adverse effect with respect to either party.

Regulatory Matters (see page 88)

Under the HSR Act, and the rules promulgated thereunder by the U.S. Federal Trade Commission, or FTC, the merger may not be consummated until notifications have been given and certain information has been furnished to the FTC and the Antitrust Division of the U.S. Department of Justice and specified waiting period requirements have been satisfied. NAVTEQ and Traffic.com filed notification and report forms under the HSR Act with the FTC and the Antitrust Division on

14




December 8, 2006. The waiting period under the HSR Act terminated on January 8, 2007. Although the waiting period has terminated, at any time before the effective time of the merger, the FTC, the Antitrust Division, or others could take action under the antitrust laws with respect to the merger, including seeking to enjoin the consummation of the merger, to rescind the merger, or to require the divestiture of certain assets of NAVTEQ or Traffic.com. There can be no assurance that a challenge to the merger on antitrust grounds will not be made or, if such a challenge is made, that it would not be successful. The merger may also be subject to review by other governmental authorities under the antitrust laws of various other jurisdictions where NAVTEQ and Traffic.com conduct business.

Agreement to Complete the Merger (see page 92)

Each of NAVTEQ and Traffic.com has agreed to cooperate fully with the other party and, subject to provisions in the merger agreement, use its commercially reasonable efforts to take, or cause to be taken, all actions necessary, proper or advisable under applicable law and regulations to complete the merger as promptly as practicable, but, in no event, later than June 30, 2007.

Traffic.com is Generally Prohibited from Soliciting Other Offers (see page 105)

The merger agreement contains detailed provisions that prohibit Traffic.com and its subsidiaries and its officers, directors or representatives from taking any action to solicit or engage in discussions or negotiations with any person or group with respect to any acquisition proposal (as defined in the merger agreement), including an acquisition proposal that would result in the person or group acquiring more than a 10% interest in Traffic.com’s total outstanding securities, any merger, consolidation, business combination or similar transaction involving Traffic.com or any of its subsidiaries, pursuant to which the stockholders of Traffic.com immediately prior to the transaction would hold less than 90% of the equity interests in the surviving or resulting entity of such transaction or the parent of any such surviving or resulting entity, any sale, lease (other than in the ordinary course of business), exchange, transfer, license (other than in the ordinary course of business), acquisition or disposition of more than 10% of the assets of Traffic.com and its subsidiaries, taken as a whole (other than in a transaction involving not more than 20% of the assets of Traffic.com and its subsidiaries, taken as a whole, as may be consented to by NAVTEQ, which consent may not be unreasonably withheld, conditioned or delayed), any liquidation or other significant corporate reorganization, or any combination of these events. The merger agreement does not, however, prohibit Traffic.com or its board of directors from considering and recommending to the Traffic.com stockholders an unsolicited acquisition proposal from a third party if specified conditions are met.

Termination of the Merger Agreement (see page 115)

Under certain circumstances specified in the merger agreement, either NAVTEQ or Traffic.com may terminate the merger agreement. Subject to the limitations set forth in the merger agreement, the circumstances generally include the following events:

·       the other party consents to the termination;

·       the merger is not completed by May 31, 2007, or if properly extended, by June 30, 2007;

·       a non-appealable final order of a court or other action of any governmental entity has the effect of permanently prohibiting completion of the merger;

·       the required approval of the Traffic.com stockholders has not been obtained at the Traffic.com special meeting;

·       the other party breaches its representations, warranties or covenants in the merger agreement such that its conditions to completion of the merger would not be satisfied; or

15




·       a material adverse effect has occurred with respect to the other party following the execution of the merger agreement.

Additionally and subject to the limitations set forth in the merger agreement, NAVTEQ may terminate the merger agreement unilaterally if Traffic.com has not complied with the provisions of the merger agreement relating to non-solicitation of acquisition proposals and board recommendations.

Termination Fee (see page 117)

If the merger is not completed under certain circumstances specified in the merger agreement, Traffic.com may have to pay a termination fee of $6.25 million to NAVTEQ.

Material United States Federal Income Tax Consequences of the Merger (see page 85)

NAVTEQ and Traffic.com each expect the merger to qualify as a reorganization pursuant to Section 368(a) of the Internal Revenue Code. The U.S. federal income tax consequences of a reorganization to an exchanging Traffic.com stockholder will depend on the relative mix of cash and NAVTEQ common stock received by such Traffic.com stockholder.

Traffic.com stockholders should carefully review the information under the caption “Material United States Federal Income Tax Consequences of the Merger” beginning on page 85 of this proxy statement/prospectus for a description of the material U.S. federal income tax consequences of the merger to them. Each stockholder’s tax consequences will depend on such stockholder’s own situation. Traffic.com stockholders should consult their tax advisors for a full understanding of the tax consequences of the merger to them.

Accounting Treatment (see page 88)

The merger is expected to be accounted for as a business combination utilizing the purchase method of accounting in accordance with Statement of Financial Accounting Standards No. 141, “Business Combinations.” Under the purchase method of accounting, the purchase price is allocated to the assets acquired and liabilities assumed based on their estimated fair values. NAVTEQ management has made a preliminary allocation of the estimated purchase price based on preliminary estimates of fair values as set forth in the NAVTEQ unaudited pro forma condensed combined financial statements. Any excess of the estimated purchase price over the fair value of net assets acquired will be accounted for as goodwill.

In accordance with Statement of Financial Accounting Standards No. 142, “Goodwill and Other Intangible Assets,” goodwill will not be amortized but instead will be tested for impairment at least annually (more frequently if indicators of impairment are present).

Differences in Rights of NAVTEQ Stockholders and Traffic.com Stockholders (see page 172)

Traffic.com stockholders receiving merger consideration in the form of shares of NAVTEQ common stock will have different rights once they become NAVTEQ stockholders due to differences between the governing documents of NAVTEQ and Traffic.com. These differences are described in detail under “Comparison of Stockholder Rights and Corporate Governance Matters” beginning on page 172 of this proxy statement/prospectus.

16




NAVTEQ SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA

The following selected historical consolidated financial data should be read in conjunction with the NAVTEQ consolidated financial statements and related notes incorporated by reference in this proxy statement/prospectus, and NAVTEQ Management’s Discussion and Analysis of Financial Condition and Results of Operations included in NAVTEQ’s Annual Report on Form 10-K for the year ended December 31, 2005 and Quarterly Report on Form 10-Q for the quarter ended October 1, 2006, which are also incorporated by reference in this proxy statement/prospectus. The consolidated statement of operations data for the years ended December 31, 2003, 2004 and 2005 and the consolidated balance sheet data as of December 31, 2004 and 2005 have been derived from audited consolidated financial statements, which are incorporated by reference in this proxy statement/prospectus. The consolidated statement of operations data for the years ended December 31, 2001 and 2002 and the consolidated balance sheet data as of December 31, 2001, 2002 and 2003 have been derived from audited consolidated financial statements not included or incorporated by reference in this proxy statement/prospectus. The consolidated statement of operations data for the nine months ended September 25, 2005 and October 1, 2006 and the consolidated balance sheet data as of October 1, 2006 have been derived from unaudited condensed consolidated financial statements incorporated by reference in this proxy statement/prospectus and, in the opinion of NAVTEQ, include all adjustments, consisting of normal recurring adjustments, which are necessary for a fair presentation of this information when read in conjunction with the NAVTEQ audited consolidated financial statements and related notes incorporated by reference in this proxy statement/prospectus. The consolidated statement of operations data presented below are not necessarily indicative of results for any future period.

17




 

 

 

Years Ended December 31,

 

Nine Months Ended

 

 

 

2001

 

2002

 

2003

 

2004

 

2005

 

Sept. 25, 2005

 

Oct. 1, 2006

 

 

 

(In thousands, except per share amounts)

 

Consolidated Statement of Operations Data:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net revenue

 

$

110,431

 

165,849

 

272,623

 

392,858

 

496,512

 

 

350,534

 

 

 

400,928

 

 

Operating costs and expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Database creation and distribution costs

 

82,343

 

92,499

 

125,841

 

186,330

 

222,933

 

 

169,227

 

 

 

197,934

 

 

Selling, general and administrative expenses

 

56,979

 

63,422

 

83,024

 

111,942

 

139,323

 

 

88,611

 

 

 

112,101

 

 

Total operating costs and expenses

 

139,322

 

155,921

 

208,865

 

298,272

 

362,256

 

 

257,838

 

 

 

310,035

 

 

Operating income (loss)

 

(28,891

)

9,928

 

63,758

 

94,586

 

134,256

 

 

92,696

 

 

 

90,893

 

 

Interest income (expense), net (1)

 

(17,383

)

(668

)

380

 

1,134

 

4,237

 

 

2,550

 

 

 

7,807

 

 

Other income (expense), net (1)

 

(70,235

)

 

6,163

 

(1,892

)

498

 

 

90

 

 

 

(514

)

 

Income (loss) before income taxes

 

(116,509

)

9,260

 

70,301

 

93,828

 

138,991

 

 

95,336

 

 

 

98,186

 

 

Income tax expense (benefit) (2)

 

 

1,105

 

(165,514

)

39,762

 

(31,839

)

 

(47,828

)

 

 

31,665

 

 

Net income (loss) before cumulative effect of change in accounting princple

 

(116,509

)

8,155

 

235,815

 

54,066

 

170,830

 

 

143,164

 

 

 

66,521

 

 

Cumulative effect of change in accounting principle

 

 

 

 

 

 

 

 

 

 

506

 

 

Net income (loss)

 

(116,509

)

8,155

 

235,815

 

54,066

 

170,830

 

 

143,164

 

 

 

67,207

 

 

Cumulative preferred stock
dividends

 

(91,417

)

(110,464

)

 

 

 

 

 

 

 

 

 

Net income (loss) applicable to common stockholders

 

$

(207,926

)

(102,309

)

235,815

 

54,066

 

170,830

 

 

143,164

 

 

 

67,207

 

 

Earnings (loss) per share of common stock before cumulative effect of change in accounting principle:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

(7.31

)

(2.41

)

2.81

 

0.62

 

1.90

 

 

1.60

 

 

 

0.72

 

 

Diluted

 

$

(7.31

)

(2.41

)

2.69

 

0.59

 

1.81

 

 

1.52

 

 

 

0.70

 

 

Cumulative effect of change in accounting principle per share of common stock:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

 

 

 

 

 

 

 

 

 

0.01

 

 

Diluted

 

$

 

 

 

 

 

 

 

 

 

0.01

 

 

Earnings (loss) per share of common stock:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

(7.31

)

(2.41

)

2.81

 

0.62

 

1.90

 

 

1.60

 

 

 

0.72

 

 

Diluted

 

$

(7.31

)

(2.41

)

2.69

 

0.59

 

1.81

 

 

1.52

 

 

 

0.70

 

 

Weighted average shares used in per share computation:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

28,441

 

42,446

 

84,062

 

86,509

 

90,115

 

 

89,700

 

 

 

92,884

 

 

Diluted

 

28,441

 

42,446

 

87,593

 

92,001

 

94,198

 

 

93,959

 

 

 

95,668

 

 

 

18




 

 

 

As of December 31,

 

As of October 1,

 

 

 

2001

 

2002

 

2003

 

2004

 

2005

 

2006

 

Consolidated Balance Sheet Data:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

7,506

 

9,427

 

1,982

 

30,101

 

85,070

 

 

66,403

 

 

Cash on deposit with affiliate

 

5,000

 

10,000

 

65,307

 

 

 

 

 

 

Marketable securities

 

 

 

 

72,930

 

133,728

 

 

212,300

 

 

Working capital (deficit)

 

(16,388

)

(8,633

)

82,088

 

97,587

 

190,945

 

 

255,483

 

 

Deferred income tax assets (2)

 

 

 

172,065

 

142,765

 

211,848

 

 

206,654

 

 

Total assets

 

62,476

 

80,327

 

325,165

 

364,708

 

615,888

 

 

701,061

 

 

Long-term debt (1)

 

 

 

 

 

 

 

 

 

Total stockholders’ equity (1)

 

3,571

 

11,237

 

217,911

 

232,818

 

490,064

 

 

589,130

 

 

 

 

 

Year Ended December 31,

 

Nine Months Ended

 

 

 

 

 

 

 

 

 

 

 

 

 

Sept. 25,

 

October 1,

 

 

 

2001

 

2002

 

2003

 

2004

 

2005

 

2005

 

2006

 

Consolidated Statement of Cash Flow Data:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash flow provided by (used in) operating activities

 

$

(11,501

)

22,234

 

65,948

 

106,422

 

137,753

 

 

77,480

 

 

 

63,360

 

 

Capital expenditures

 

(5,119

)

(2,156

)

(9,269

)

(12,875

)

(10,466

)

 

(5,086

)

 

 

(10,305

)

 

Capitalized software development costs

 

(10,773

)

(10,027

)

(9,966

)

(12,792

)

(12,369

)

 

(8,948

)

 

 

(6,332

)

 

Total capital expenditures and capitalized software development costs

 

(15,892

)

(12,183

)

(19,235

)

(25,667

)

(22,835

)

 

(14,034

)

 

 

(16,637

)

 

Depreciation and amortization

 

8,541

 

10,563

 

12,030

 

15,568

 

21,568

 

 

15,769

 

 

 

19,372

 

 


(1)      NAVTEQ’s outstanding borrowings with Philips were extinguished in exchange for preferred stock during 2001. NAVTEQ recognized a loss on the extinguishment of $69,568, which is reflected in other income (expense), net for 2001.

(2)      During 2003, the valuation allowance on deferred tax assets was partially reversed, resulting in a benefit of $168,752. During 2004, the balance of deferred tax assets was adjusted due to changes in corporate income tax rates, primarily in the Netherlands, resulting in expense of $3,824. During 2005, additional valuation allowance on deferred tax assets was reversed, resulting in a benefit of $83,270. Also during 2005, the balance of deferred tax assets was adjusted due to the reversal of tax benefits related to deferred compensation, resulting in expense of $1,836 and due to changes in corporate income tax rates, primarily in the Netherlands, resulting in expense of $720.

19




TRAFFIC.COM SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA

The following selected historical consolidated financial data should be read in conjunction with the Traffic.com consolidated financial statements and related notes included elsewhere in this proxy statement/prospectus, and “Traffic.com Management’s Discussion and Analysis of Financial Condition and Results of Operations” included elsewhere in this proxy statement/prospectus. For presentation purposes, the accompanying financial statements refer to the calendar year-end and calendar quarter-end of each respective year and quarter. The consolidated statement of operations data for the years ended December 31, 2003, 2004 and 2005 and the consolidated balance sheet data as of December 31, 2004 and 2005 have been derived from the audited consolidated financial statements, included elsewhere in this proxy statement/prospectus. The consolidated statement of operations data for the years ended December 31, 2001 and 2002 and the consolidated balance sheet data as of December 31, 2001, 2002 and 2003 have been derived from the audited consolidated financial statements not included in this proxy statement/prospectus. The consolidated statement of operations data for the nine months ended September 30, 2005 and 2006, respectively, and the consolidated balance sheet data as of September 30, 2006 have been derived from the unaudited condensed consolidated financial statements included elsewhere in this proxy statement/prospectus and, in the opinion of Traffic.com, include all adjustments, consisting of normal recurring adjustments, which are necessary for a fair presentation of this information when read in conjunction with the Traffic.com audited consolidated financial statements and related notes included elsewhere in this proxy statement/prospectus. The consolidated statement of operations data presented below are not necessarily indicative of results for any future period.

 

 

Years Ended December 31,

 

Nine Months Ended
September 30,

 

 

 

2001

 

2002

 

2003

 

2004

 

2005

 

2005

 

2006

 

 

 

(in thousands except per share data)

 

Statement of Operations Data:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenue

 

$

15,908

 

$

27,206

 

$

37,376

 

$

42,442

 

$

43,293

 

$

32,096

 

$

38,215

 

Gross margin

 

(5,972

)

(3,864

)

6,388

 

10,352

 

9,726

 

7,555

 

8,148

 

Operating expenses

 

19,097

 

17,975

 

23,316

 

22,908

 

47,259

(1)

38,242

(1)

26,279

 

Loss from operations

 

(25,069

)

(21,839

)

(16,928

)

(12,556

)

(37,533

)

(30,687

)

(18,131

)

Net loss

 

(24,207

)

(26,891

)

(21,079

)

(15,984

)

(43,142

)

(34,916

)

(18,808

)

Net income (loss) attributable to common stockholders

 

(27,197

)

(29,821

)

13,745

(2)

(18,112

)

(45,179

)

(36,559

)

(18,916

)

Net income (loss) attributable to common stockholders per share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

(14.41

)

$

(15.79

)

$

5.15

 

$

(5.91

)

$

(13.00

)

$

(10.79

)

$

(1.00

)

Diluted

 

$

(14.41

)

$

(15.79

)

$

1.45

 

$

(5.91

)

$

(13.00

)

$

(10.79

)

$

(1.00

)

Number of shares used in per share calculation:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

1,888

 

1,889

 

2,671

 

3,064

 

3,474

 

3,387

 

18,937

 

Diluted

 

1,888

 

1,889

 

9,492

 

3,064

 

3,474

 

3,387

 

18,937

 


(1)      Includes $18,473 of legal settlement charges.

(2)      Includes gains recognized on the redemption of Series D preferred stock and gains recognized on the exchange of Series A through D preferred stock as designated on Note 10 to the financial statements (see page F-24 of this proxy statement/prospectus).

20




 

 

 

As of December 31,

 

As of
September 30,

 

 

 

2001

 

2002

 

2003

 

2004

 

2005

 

2006

 

 

 

(in thousands)

 

Balance Sheet Data:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash, cash equivalents and short-term investments

 

$

6,643

 

$

15,961

 

$

8,999

 

$

4,898

 

$

13,143

 

 

$

22,023

 

 

Working capital

 

6,219

 

12,252

 

8,936

 

8,252

 

3,807

 

 

25,833

 

 

Total assets

 

24,236

 

33,625

 

36,188

 

33,730

 

54,978

 

 

64,582

 

 

Long term deferred revenue and deferred license fees

 

4,063

 

10,973

 

9,159

 

26,963

 

32,646

 

 

34,237

 

 

Senior secured credit facility and accrued interest

 

 

24,722

 

24,850

 

23,744

 

37,659

 

 

(A)

 

Other long term liabilities

 

155

 

96

 

35

 

 

678

 

 

1,392

 

 

Redeemable convertible preferred stock

 

61,428

 

64,358

 

37,686

 

39,814

 

56,977

 

 

(B)

 

Total stockholders’ equity (deficit)

 

(47,902

)

(77,338

)

(48,217

)

(66,120

)

(97,677

)

 

16,493

 

 


(A)    The senior secured credit facility was repaid with a portion of the proceeds of Traffic.com’s initial public offering in January 2006.

(B)    The redeemable convertible preferred stock was converted to common stock upon Traffic.com’s initial public offering in January 2006.

21




COMPARATIVE HISTORICAL AND PRO FORMA PER SHARE DATA

The following tables set forth the historical net income (loss) and book value per share of NAVTEQ and Traffic.com, the pro forma combined per share data on an unaudited basis after giving effect to the acquisition of Traffic.com by NAVTEQ and an equivalent pro forma combined basis for Traffic.com. The data are derived from and should be read in conjunction with the NAVTEQ and Traffic.com audited consolidated financial statements and related notes, the unaudited condensed consolidated interim financial statements and related notes, and the unaudited pro forma condensed combined financial information and related notes, which are included elsewhere or incorporated by reference in this proxy statement/prospectus.

The unaudited pro forma combined per share data is presented for illustrative purposes only and is not necessarily indicative of the operating results or financial position that would have occurred if the transaction had been consummated at the beginning of the earliest period presented, nor is it necessarily indicative of future operating results or financial position. The pro forma adjustments are estimates based upon information and assumptions available at the time of the filing of this proxy statement/prospectus. With the exception of a special cash dividend that was paid on June 18, 2004 by NAVTEQ to its common stockholders of record as of April 19, 2004, neither NAVTEQ nor Traffic.com declared any cash dividends related to their respective common stock during the periods presented nor do they expect to declare any cash dividends in the foreseeable future.

The NAVTEQ pro forma combined net income for each period presented includes the consolidated net income of NAVTEQ and Traffic.com on a pro forma basis as if the transaction was consummated on January 1, 2005. The NAVTEQ pro forma combined book value per share is calculated on a pro forma basis as if the transaction was consummated at the end of each period presented. The Traffic.com pro forma equivalent per share values are calculated by multiplying the NAVTEQ pro forma combined per share values by the exchange ratio of 0.235.

 

 

Year ended
December 31,
2005

 

Nine
Months
ended
October 1,
2006 (1)

 

NAVTEQ — Historical

 

 

 

 

 

 

 

 

 

Income per common share:

 

 

 

 

 

 

 

 

 

Basic

 

 

$

1.90

 

 

 

$

0.72

 

 

Diluted

 

 

$

1.81

 

 

 

$

0.70

 

 

Dividends per common share

 

 

 

 

 

 

 

Book value per common share

 

 

$

5.32

 

 

 

$

6.31

 

 

Traffic — Historical

 

 

 

 

 

 

 

 

 

Loss per common share:

 

 

 

 

 

 

 

 

 

Basic

 

 

$

(13.00

)

 

 

$

(1.00

)

 

Diluted

 

 

$

(13.00

)

 

 

$

(1.00

)

 

Dividends per common share

 

 

 

 

 

 

 

Book value per common share

 

 

$

(25.53

)

 

 

$

0.80

 

 

NAVTEQ — Pro Forma Combined

 

 

 

 

 

 

 

 

 

Income per common share:

 

 

 

 

 

 

 

 

 

Basic

 

 

$

1.48

 

 

 

$

0.53

 

 

Diluted

 

 

$

1.42

 

 

 

$

0.52

 

 

Dividends per common share

 

 

 

 

 

 

 

Book value per common share

 

 

$

6.50

 

 

 

$

7.43

 

 

22




 

Traffic.com — Pro Forma Equivalent

 

 

 

 

 

 

 

 

 

Income per common share:

 

 

 

 

 

 

 

 

 

Basic

 

 

$

0.35

 

 

 

$

0.12

 

 

Diluted

 

 

$

0.33

 

 

 

$

0.12

 

 

Dividends per common share

 

 

 

 

 

 

 

Book value per common share

 

 

$

1.53

 

 

 

$

1.75

 

 


(1)                 The historical per share data for Traffic.com are based on the nine months ended September 30, 2006.

23




COMPARATIVE PER SHARE MARKET PRICE DATA

NAVTEQ’s Market Price Data

NAVTEQ’s common stock is listed on the New York Stock Exchange under the symbol “NVT.” Public trading of NAVTEQ’s common stock commenced on August 4, 2004. This table sets forth, for the periods indicated, the range of high and low sale prices per share for NAVTEQ’s common stock as reported on the New York Stock Exchange. NAVTEQ’s fiscal year ends on December 31 of each year. As of January 19, 2007, NAVTEQ had approximately 210 stockholders of record.

 

 

 

2005

 

 

 

High

 

Low

 

First quarter

 

$

48.57

 

$

37.30

 

Second quarter

 

$

45.23

 

$

34.30

 

Third quarter

 

$

51.00

 

$

36.06

 

Fourth quarter

 

$

53.70

 

$

38.40

 

 

 

 

2006

 

 

 

High

 

Low

 

First quarter

 

$

51.59

 

$

40.00

 

Second quarter

 

$

55.86

 

$

37.25

 

Third quarter

 

$

45.00

 

$

23.73

 

Fourth quarter

 

$

37.25

 

$

25.14

 

 

Traffic.com’s Market Price Data

Traffic.com’s common stock is listed on the Nasdaq Global Market under the symbol “TRFC.” Public trading of the common stock commenced on January 24, 2006. This table sets forth, for the periods indicated, the range of high and low sale prices per share for Traffic.com’s common stock as reported on the Nasdaq Global Market. Traffic.com’s fiscal year ends on December 31 of each year. As of January 19, 2007, Traffic.com had approximately 94 stockholders of record.

 

 

2006

 

 

 

High

 

Low

 

First quarter (commencing January 25, 2006)

 

$

13.30

 

$

8.21

 

Second quarter

 

$

8.64

 

$

3.38

 

Third quarter

 

$

6.11

 

$

4.10

 

Fourth quarter

 

$

8.30

 

$

4.62

 

 

24




Recent Closing Prices

The following table sets forth the closing per share sale prices of NAVTEQ’s common stock and Traffic.com’s common stock as reported on the New York Stock Exchange and the Nasdaq Global Market, respectively, on November 3, 2006, the last full trading day before the public announcement of the fact that Traffic.com and NAVTEQ had entered into a definitive agreement regarding the proposed acquisition, and on        , 2007, the record date for the special meeting of Traffic.com stockholders:

 

 

NAVTEQ
Common
Stock

 

Traffic.com
Common
Stock

 

November 3, 2006

 

 

$

32.19

 

 

 

$

6.15

 

 

     , 2007

      

 

 

 

 

 

 

 

 

 

Following the transaction, NAVTEQ common stock will continue to be listed on the New York Stock Exchange and, until the completion of the merger, Traffic.com’s common stock will continue to be quoted on the Nasdaq Global Market.

Except for a special cash dividend that was paid on June 18, 2004 by NAVTEQ to its common stockholders of record as of April 19, 2004, neither NAVTEQ nor Traffic.com has ever declared or paid any cash dividends on its common stock.

25




RISK FACTORS

If you receive shares of NAVTEQ common stock in the merger, your investment will be subject to different risks related to NAVTEQ’s business, the combined operations of NAVTEQ and Traffic.com and/or the terms and structure of the merger. You should carefully consider the risk factors described below, the matters discussed under “Cautionary Statement Concerning Forward-Looking Statements” on page 1 of this proxy statement/prospectus, and all other information contained or incorporated by reference in this proxy statement/prospectus before deciding whether to vote to adopt the merger agreement and approve the merger and become a NAVTEQ stockholder. If any of the following risks, as well as other risks and uncertainties that are not currently known to NAVTEQ or Traffic.com or that are currently not believed by NAVTEQ or Traffic.com to be material, actually occur, the business, financial condition and results of operation of the combined company could be materially and adversely affected.

Risk Factors Relating to the Merger

Although NAVTEQ and Traffic.com expect that the merger will result in benefits to the combined company, NAVTEQ may not realize those benefits after the merger has been completed because of various challenges.

The integration of Traffic.com into NAVTEQ will be a complex, time-consuming and expensive process that, even with proper planning and implementation, could significantly disrupt the businesses of NAVTEQ and Traffic.com. The anticipated benefits and synergies of the merger are based on a number of projections and assumptions, not actual experience, and assume a successful integration. While NAVTEQ and Traffic.com believe that the merger will

·       combine Traffic.com’s valuable proprietary sensor network and related real-time traffic data with NAVTEQ’s customer base and expertise in creating, maintaining and distributing digital map data resulting in a stronger, more diversified provider of geographic and other location-based content;

·       allow for the realization of cost synergies; and

·       result in a combined company with a potential for increased revenue and a stronger strategic position in the traffic business;

we cannot assure you that any or all of these results will be achieved. Moreover, NAVTEQ’s ability to realize the anticipated benefits of the merger will depend, in part, upon the following:

·       NAVTEQ maintaining and growing Traffic.com’s business of delivering traffic data to traditional media outlets (such as television and radio) and the corresponding advertising revenue associated therewith and significantly increasing Traffic.com’s business of delivering traffic data to new media lines of distribution (such as the Internet, wireless devices and in-vehicle navigation systems) and the corresponding advertising revenue associated therewith;

·       NAVTEQ creating innovative combined product and service offerings;

·       NAVTEQ integrating Traffic.com’s business, technology and personnel into NAVTEQ in an efficient and timely manner, including reducing redundant expenses and leveraging NAVTEQ’s existing infrastructure and business, without significant disruption to the combined business;

·       the potential loss of NAVTEQ and Traffic.com customers in connection with the merger, as well as the potential for lower than expected demand or greater than expected price sensitivity from current and targeted customers in the future;

26




·       any charges associated with integrating Traffic.com into NAVTEQ following the closing;

·       United States and worldwide macroeconomic conditions, both generally and specifically within the traffic data business;

·       potential incompatibility of business cultures;

·       potential loss of key employees;

·       the diversion of management’s attention from ongoing business concerns; and

·       coordinating geographically separate organizations.

Some of these factors are outside the control of either company. One or more of these factors could result in increased operating costs, lower revenues, lower earnings or losses, or failures to compete effectively in the traffic data business, any of which could reduce the price of NAVTEQ’s stock and reduce the value of your investment.

In addition, to the extent NAVTEQ is unable to realize the anticipated benefits of the merger it may become necessary to cut or delay planned development within NAVTEQ’s traffic business as well as other portions of NAVTEQ’s business. Should these cuts or delays become necessary, there may be an adverse impact on the combined company’s earnings and growth following the merger.

Even if the merger is completed, the merger may result in a loss of customers and suppliers for the combined company.

Some customers may seek alternative sources for products and services after the announcement of the merger due to, among other reasons, a desire not to do business with the combined company or perceived concerns that the combined company may not continue to maintain the same quality, or support and develop such products and services in the same manner. NAVTEQ and Traffic.com anticipate that the combined company could experience some customer attrition by reason of the announcement of the merger or after the merger has been completed. The merger also could result in the loss of suppliers and potential disputes or litigation with customers or suppliers. We cannot assure you that any steps taken by management to counter this potential customer or supplier attrition will be effective, and if ineffective, the loss of customers and/or suppliers may materially and adversely affect NAVTEQ and Traffic.com. In addition, if the merger does not occur for any reason, NAVTEQ’s and Traffic.com’s relationships with their current customers and suppliers may be adversely affected.

In addition, NAVTEQ’s existing and planned traffic products and services rely and will continue to rely on suppliers and distributors other than Traffic.com. An adverse reaction to the merger by one or all of these suppliers and distributors could have a materially adverse effect on NAVTEQ’s traffic business now and in the future. NAVTEQ cannot assure you that it would be able to replace these suppliers or distributors on commercially reasonable terms, if at all.

The merger may result in a loss of employees from either or both of NAVTEQ or Traffic.com.

Some employees of Traffic.com may choose not to continue with the combined company after the announcement or the completion of the merger, and there may be a perception of uncertainty among Traffic.com employees that could result in further employee turnover. Similarly, some NAVTEQ employees working in NAVTEQ’s existing traffic business also may choose not to continue with the combined company after the merger, or may perceive uncertainty about the direction of the combined company. The loss of key employees or a large number of employees could negatively materially impact NAVTEQ’s ability to realize the benefits of the proposed merger. The proposed

27




merger also may cause uncertainty which may make it more difficult to attract new employees for Traffic.com or NAVTEQ’s traffic business prior to completion of the merger.

The value of the consideration to Traffic.com stockholders who receive NAVTEQ common stock in the merger will decrease if the value of NAVTEQ’s stock decreases.

At the effective time of the merger, the value of the stock portion of the merger consideration that will be received by Traffic.com stockholders will depend on the trading price of NAVTEQ’s common stock. The exchange ratio that determines the number of shares of NAVTEQ common stock that Traffic.com stockholders will receive in the merger has been fixed at 0.235 shares of NAVTEQ common stock for each share of Traffic.com common stock. The merger agreement does not contain any “price protection” mechanism that would adjust the number of shares that Traffic.com stockholders will receive based on any decreases or increases in the trading price of NAVTEQ common stock. Therefore, this exchange ratio will remain the same regardless of the trading price of NAVTEQ’s common stock, and if NAVTEQ’s common stock price decreases prior to completion of the merger, the market value of the stock portion of the consideration will decrease. Changes to NAVTEQ’s common stock price may result from a variety of factors (many of which are beyond the control of NAVTEQ and Traffic.com), including the risk factors contained herein and the following:

·       changes in both companies’ businesses, operations and prospects;

·       changes in market assessments of the business, operations and prospects of either company or the combined company;

·       the ability of NAVTEQ to integrate other acquired companies with the operations of NAVTEQ and Traffic.com; and

·       general market and economic conditions and other factors generally affecting the price of NAVTEQ’s and Traffic.com’s common stock.

The prices of NAVTEQ and Traffic.com common stock at the closing of the merger are likely to vary from their respective prices on the date the merger agreement was executed, on the date of this proxy statement/prospectus and on the date of the Traffic.com stockholder meeting. As a result, the value of the merger consideration received by Traffic.com stockholders also is likely to vary, and will be lower if the trading price of NAVTEQ’s common stock is lower. During the 12-month period ended on              , 2007, the most recent practical date prior to the date of this proxy statement/prospectus, NAVTEQ’s common stock traded in a range from a low of $        to a high of $        and ended that period at $       . See “Comparative Per Share Market Price Data” on page 24 of this proxy statement/prospectus for more detailed share price information. If the trading price of NAVTEQ’s common stock declines after you vote, you will receive less value than you expected when you voted. Neither NAVTEQ nor Traffic.com is permitted under the merger agreement to terminate the merger agreement or resolicit the vote of Traffic.com’s stockholders solely because of changes in the trading prices of their respective common stock.

Traffic.com stockholders are likely to receive merger consideration that is different from their elections.

As described elsewhere in this proxy statement/prospectus, Traffic.com stockholders will be able to elect to receive either cash or shares of NAVTEQ common stock in connection with the merger. However, the merger agreement limits the amount of cash and shares of NAVTEQ common stock available to fulfill the elections of Traffic.com stockholders, which means that Traffic.com stockholders are likely to receive a form of merger consideration that is different from the form they specified in their elections. The merger agreement limits the total amount of cash available to fulfill cash elections to

28




$49 million (less the cash value of dissenting shares) and limits the total number of NAVTEQ shares available to fulfill stock elections to 4.3 million shares (reduced by the number of shares of NAVTEQ common stock payable to the holders of Traffic.com warrants that are to be exchanged for NAVTEQ common stock). As a result of these limitations, if you elect to receive cash, your election may be re-allocated if the total cash elections exceed $49 million (less the cash value of dissenting shares), which means that you would receive a combination of cash and NAVTEQ common stock instead of all cash. Conversely, if you elect to receive NAVTEQ common stock, your election may be re-allocated if the total stock elections exceed 4.3 million shares (reduced by the number of shares of NAVTEQ common stock payable to the holders of Traffic.com warrants that are to be exchanged for NAVTEQ common stock), which means that you would receive a combination of cash and NAVTEQ common stock instead of all NAVTEQ shares.

For a more detailed description of the merger consideration and possible re-allocation regarding your elections, see “The Merger Agreement — Treatment of Securities” beginning on page 92 of this proxy statement/prospectus.

The market price for NAVTEQ common stock may be affected by factors different from those affecting the shares of Traffic.com.

Upon completion of the merger, holders of Traffic.com common stock (other than those who receive only cash consideration in the merger) will become holders of NAVTEQ common stock. NAVTEQ’s businesses differ from those of Traffic.com in a number of material respects, and, accordingly, the results of operations of the combined companies will be affected by factors different from those currently affecting the results of operations of Traffic.com as a stand-alone company. For a discussion of the businesses of Traffic.com and NAVTEQ and of certain factors to consider in connection with those businesses, see “Information About NAVTEQ” and “Information About Traffic.com” and the documents incorporated by reference into this proxy statement/prospectus and referred to under “Where You Can Find More Information.”

The market price of NAVTEQ common stock may decline as a result of the merger.

The market price of NAVTEQ common stock may decline as a result of the merger if the integration of NAVTEQ and Traffic.com is unsuccessful or takes longer than expected, the perceived benefits of the merger are not achieved as rapidly or to the extent anticipated by financial analysts or investors, or the effect of the merger on NAVTEQ’s financial results is not consistent with the expectations of financial analysts or investors.

The issuance of shares of NAVTEQ common stock to Traffic.com stockholders in the merger and charges associated with the merger may have a negative impact on the earnings per share of the combined company.

If the merger is completed, we expect that 4.3 million shares of NAVTEQ common stock will be issued to Traffic.com stockholders. Based on the increased number of NAVTEQ shares outstanding following the merger, Traffic.com’s historical operating losses, the anticipated accounting charges related to the merger and the potential for additional costs associated with integrating the two companies, the merger may result in lower earnings per share than would have been earned by NAVTEQ in the absence of the merger. We expect that over time the merger will yield cost and revenue synergies and other benefits to the combined company such that the merger will ultimately be accretive to earnings per share. However, NAVTEQ cannot assure you that an increase in earnings per share will be achieved. In order to achieve increases in earnings per share as a result of the merger, NAVTEQ will, among other things, need to successfully increase revenues, including significantly growing the business of providing traffic data to new media distribution channels (such as Internet, wireless and in-vehicle navigation applications) and the corresponding advertising revenue

29




associated therewith, integrate Traffic.com’s operations into NAVTEQ’s businesses after the merger and reduce Traffic.com’s historic increases in operating expenses.

NAVTEQ and Traffic.com have incurred substantial costs, and will incur additional costs whether or not the merger is completed, and these may adversely affect NAVTEQ’s and Traffic.com’s financial results and operations and the market prices of their common stock.

NAVTEQ and Traffic.com already have incurred substantial costs in connection with the proposed merger, including fees of attorneys and accountants and diversion of management resources, and anticipate incurring additional costs prior to the vote of Traffic.com’s stockholders and the closing of the merger. In addition, Traffic.com is also subject to certain restrictions under the merger agreement on the conduct of its business prior to completion of the merger, which may adversely affect its business. If the merger is not completed, each of NAVTEQ and Traffic.com will have incurred these costs for little or no benefit. Also, if the merger is not completed due to certain circumstances specified in the merger agreement, Traffic.com may be required to pay NAVTEQ a termination fee of $6.25 million. See “The Merger Agreement — Termination; Termination Fee and Expenses” on page 115 of this proxy statement/prospectus. Based on the trading price of NAVTEQ’s common stock on the date of this proxy statement/prospectus, if the merger is completed, the combined company will have incurred approximately $    million in connection with the parties financial advisors’ fees and additional significant costs in integrating Traffic.com into NAVTEQ in the fiscal quarter in which the merger is completed and in the fiscal quarters following such merger, and require significant management resources. Although these costs may vary depending on whether or not the merger is completed, they may adversely affect the financial results of the companies.

In addition, if the merger is not completed, NAVTEQ and Traffic.com may experience negative reactions from the financial markets and NAVTEQ’s and Traffic.com’s suppliers, customers and employees. Each of these factors may adversely affect the trading price of NAVTEQ and/or Traffic.com common stock and NAVTEQ’s and/or Traffic.com’s financial results and operations. In particular, if the merger is not completed for any reason, Traffic.com’s stock price may decline to the extent that the current market price reflects a market assumption that the merger will be completed or the market’s perceptions as to the reasons why the merger was not completed.

The merger agreement limits Traffic.com’s ability to pursue alternative business combinations.

Certain “no shop” provisions included in the merger agreement make it difficult for Traffic.com to sell its business to a party other than NAVTEQ. These provisions include the general prohibition on Traffic.com soliciting any acquisition proposal or offer for a competing transaction, a requirement that Traffic.com pay a termination fee of $6.25 million if the merger agreement is terminated in specified circumstances, and a requirement that Traffic.com submit the merger agreement and the merger to a vote of its stockholders even if the Traffic.com board of directors changes its recommendation. See “The Merger Agreement — Termination; Termination Fee and Expenses” beginning on page 115 of this proxy statement/prospectus, and “The Merger Agreement — Obligations of Traffic.com’s Board of Directors with Respect to its Recommendation and Holding a Meeting of its Stockholders” beginning on page 107 of this proxy statement/prospectus. These provisions might discourage a third party with an interest in acquiring all of or a significant part of Traffic.com from considering or proposing an acquisition, including a proposal that might be more advantageous to the stockholders of Traffic.com when compared to the terms and conditions of the merger described in this proxy statement/prospectus. Furthermore, the termination fee may result in a potential competing acquirer proposing to pay a lower per share price to acquire Traffic.com than it might otherwise have proposed to pay to Traffic.com stockholders.

30




Certain Traffic.com directors and executive officers have interests in the merger that may be different from, or in addition to, the interests of Traffic.com stockholders.

Executive officers and members of the board of directors of Traffic.com negotiated the terms of the merger agreement and merger with representatives of NAVTEQ, and Traffic.com’s board of directors adopted the merger agreement and is recommending that Traffic.com’s stockholders vote to adopt the merger agreement and approve the merger. When considering these facts and other disclosures contained in this proxy statement/prospectus, Traffic.com stockholders should be aware that some directors and executive officers of Traffic.com have interests in the merger that may be different from, or in addition to, the interests of Traffic.com stockholders. These interests include employment of certain Traffic.com executive officers with NAVTEQ or one of its subsidiaries or affiliates following the merger, the accelerated vesting of certain directors’ and executive officers’ outstanding stock options, payment of severance payments following termination in certain circumstances under employment agreements and change of control agreements, payment of a sale bonus to Traffic.com’s chief executive officer, payment of a financial advisory fee to a firm associated with a director of Traffic.com, receipt of all NAVTEQ common stock upon exchange of warrants held by TL Ventures entities, who are affiliated stockholders of Traffic.com, and a right to continued indemnification and insurance coverage following the merger for acts or omissions by such directors and executive officers that occurred prior to the merger. As a result of these interests, these directors and executive officers could be more likely to vote to approve and adopt the merger agreement and to approve the merger than if they did not have these interests, and may have reasons for doing so that are not the same as the interests of other Traffic.com stockholders. Certain directors and executive officers of Traffic.com and stockholders affiliated with two of the directors of Traffic.com have entered into voting agreements with NAVTEQ pursuant to which they have agreed to vote their shares of Traffic.com common stock, representing approximately     % of all outstanding shares of Traffic.com common stock as of the close of business on the record date for the special meeting of Traffic.com’s stockholders, in favor of the proposal to adopt the merger agreement and approve the merger. For a full description of the interests of directors and executive officers of Traffic.com, see “The Merger — Interests of Directors and  Executive Officers of Traffic.com in the Merger” beginning on page 83 of this proxy statement/prospectus.

If the conditions to the merger are not met or waived, the merger will not occur.

Specified conditions in the merger agreement must be satisfied or waived to complete the merger, including the adoption of the merger agreement by Traffic.com stockholders. NAVTEQ and Traffic.com cannot assure you that each of the conditions will be satisfied or waived. If the conditions are not satisfied or waived, the merger will not occur or will be delayed, which could cause some or all of the intended benefits of the merger to be lost and could adversely affect NAVTEQ’s and/or Traffic.com’s stock price.

The merger may be completed even though NAVTEQ or Traffic.com suffers a material adverse change in its business.

In general, either NAVTEQ or Traffic.com may refuse to complete the merger if the other party suffers a material adverse effect on its business between November 5, 2006, the date of the signing of the merger agreement, and the closing of the merger. However, certain types of changes or occurrences would not prevent the merger from going forward, even if the change or occurrence would have a material adverse effect on NAVTEQ or Traffic.com, including the following:

·       changes affecting the United States or world economy generally which changes do not have a disproportionate impact on the affected company;

31




·       changes affecting the industry which changes do not have a disproportionate impact on the affected company;

·       change in the affected company’s stock price or the trading volume in its stock (but not excluding any underlying effect which may have caused such change in stock price or trading volume);

·       failure to meet the affected company’s internal projections or securities analysts’ estimates of revenue, earnings or other business or operating metrics for the affected company for any period ending on or after the date of the merger agreement (or for such other period for which estimates of revenues, earnings or other business or operating metrics are released) (but not excluding any underlying effect which may have caused such failure to meet securities analysts’ estimates of revenue, earnings or other business or operating metrics);

·       changes in accounting requirements or principles imposed upon the affected company pursuant to changes in GAAP or applicable law which changes were first publicly disclosed after November 5, 2006, the date of signing of the merger agreement;

·       changes in applicable laws, or the interpretation thereof;

·       litigation brought by a holder of the affected company arising from allegations of a breach of fiduciary duty relating to the merger agreement; and

·       the loss of any single customer by Traffic.com which, individually, accounted for $1,000,000 or less of Traffic.com’s net revenue during the preceding twelve month period prior to November 5, 2006, the date of the signing of the merger agreement, or any group of customers which, in the aggregate, accounted for $1,000,000 or less of Traffic.com’s net revenue during the preceding twelve month period prior to that date.

In addition, either NAVTEQ or Traffic.com could waive the closing condition related to the occurrence of a material adverse effect on the other party and the merger would be completed even if a specified material adverse effect were to occur.

NAVTEQ and Traffic.com may be unable to obtain the regulatory approvals required to complete the merger.

Under the HSR Act, NAVTEQ and Traffic.com are required to make pre-merger notification filings and to await the expiration or early termination of the statutory waiting period prior to completing the merger. NAVTEQ and Traffic.com made the pre-merger notification filing under the HSR Act on December 8, 2006. The waiting period under the HSR Act terminated on January 8, 2007. Although the waiting period has terminated, at any time before the effective time of the merger, the FTC, the Antitrust Division, or others could take action under the antitrust laws with respect to the merger, including seeking to enjoin the consummation of the merger, to rescind the merger, or to require the divestiture of certain assets of NAVTEQ or Traffic.com. There can be no assurance that a challenge to the merger on antitrust grounds will not be made or, if such a challenge is made, that it would not be successful. The merger may also be subject to review by other governmental authorities under the antitrust laws of various other jurisdictions where NAVTEQ and Traffic.com conduct business.

NAVTEQ and Traffic.com cannot be certain that any required approvals will be obtained, nor can they be certain that the approvals will be obtained within the time contemplated by the merger agreement. A delay in obtaining any required clearances, consents and approvals would delay and may possibly prevent the completion of the merger.

At any time and even after completion of the merger, either the Antitrust Division of the United States Department of Justice, the Federal Trade Commission, or other U.S. or foreign governmental

32




authorities could challenge or seek to block the merger under the antitrust laws, as it deems necessary or desirable in the public interest. Moreover, in some jurisdictions, a competitor, customer or other third party could initiate a private action under the antitrust laws challenging or seeking to enjoin the merger, before or after it is completed. NAVTEQ and Traffic.com cannot be sure that a challenge to the merger will not be made or that, if a challenge is made, NAVTEQ and Traffic.com will prevail. For a full description of the regulatory clearances, consents and approvals required for the merger, see “The Merger — Regulatory Matters” beginning on page 88 of this proxy statement/prospectus.

NAVTEQ’s ability to utilize Traffic.com’s net operating loss carryforwards will be limited.

As of December 31, 2005, Traffic.com’s net operating loss, or NOL, carryforwards were approximately $122 million for Federal income tax purposes. Pursuant to Section 382 of the Internal Revenue Code, utilization of a corporation’s NOL carryforwards to offset future taxable income may be substantially limited if the corporation experiences a significant change in ownership. NAVTEQ has determined that such an ownership change will occur for Traffic.com if the merger is completed. Accordingly, NAVTEQ’s ability to use Traffic.com’s NOL carryforwards to offset future taxable income, if any, may be significantly restricted. In addition, Traffic.com may have experienced other ownership changes as a result of past securities offerings or financings which may further limit the use of its NOL carryforwards.

Risks Related to NAVTEQ’s Business

NAVTEQ derives a significant portion of its revenue from a limited number of customers, and if NAVTEQ is unable to maintain these customer relationships or attract additional customers, NAVTEQ’s revenue will be adversely affected.

For the years ended December 31, 2003, 2004 and 2005, revenue from NAVTEQ’s largest customer, BMW AG, accounted for approximately 18%, 16% and 13%, respectively, of NAVTEQ’s total revenue. In addition, during those three years, sales to NAVTEQ’s top 15 customers accounted for approximately 75%, 78% and 76% of NAVTEQ’s revenue, respectively. Although NAVTEQ has achieved some success in expanding NAVTEQ’s customer base, NAVTEQ anticipates that a limited number of customers will continue to represent a significant percentage of NAVTEQ’s revenue for the foreseeable future. In addition, although NAVTEQ has contractual arrangements with most of NAVTEQ’s key customers, the majority of these arrangements are not long term and generally do not obligate NAVTEQ’s key customers to make any minimum or specified level of purchases. Therefore, NAVTEQ’s relationships with these key customers may or may not continue in the future, and NAVTEQ is not guaranteed any minimum level of revenue from them. NAVTEQ cannot assure you that NAVTEQ’s revenue from NAVTEQ’s current customers will reach or exceed historical levels in any future period. The loss of one or more of NAVTEQ’s key customers, or fewer or smaller orders from them, would adversely affect NAVTEQ’s revenue.

The market for products and services incorporating NAVTEQ’s map database is evolving and its rate of growth is uncertain.

NAVTEQ’s success depends upon the availability and functionality of NAVTEQ’s customers’ products and services, and NAVTEQ’s customers’ abilities to successfully market and sell their products and services incorporating NAVTEQ’s database. Continued growth in the adoption of route guidance products in the automotive industry and in the consumer mobile device industry (in products such as mobile phones, PDAs and PNDs), technological improvements in wireless devices, such as inclusion of GPS capabilities in mobile devices and increases in functional memory, and continued development by NAVTEQ’s current and potential customers of dynamic navigation, route planning, location-based services, asset tracking and other geographic-related products and services

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incorporating NAVTEQ’s database, are critical to its future growth. If NAVTEQ’s customers do not continue to successfully develop and market new products and services incorporating NAVTEQ’s database, or the products that its customers develop and market do not meet consumer expectations in terms of functionality, price and quality, NAVTEQ’s revenue and operating results will be adversely affected. Even if these products and services continue to be developed and marketed by NAVTEQ’s customers and gain market acceptance, NAVTEQ may not be able to license the database at prices that will enable us to maintain profitable operations.

Growth in the market for vehicle navigation products and services historically has occurred first in Europe and then in North America. If the market growth in North America is not consistent with the growth NAVTEQ has experienced in Europe, NAVTEQ’s ability to grow its revenue will be adversely affected. In addition, NAVTEQ expects that the retail price for vehicle navigation products and services will significantly decrease, which will result in a more affordable price for consumers and a higher volume of sales of such products and services. This decrease in retail price has not occurred as quickly as NAVTEQ had expected, and the delay or lack of such decreases in the future would adversely affect NAVTEQ’s future growth.

NAVTEQ’s product offering is not diversified and if it attempts to diversify, it may not be successful.

NAVTEQ’s map database is its principal product, and a substantial majority of its revenue is attributable to the licensing of its database for route guidance applications. Consequently, if the market for existing and new products and services incorporating NAVTEQ’s database declines or does not continue to grow, NAVTEQ’s business would be seriously harmed because NAVTEQ currently does not have additional products or services that would generate sufficient revenue to enable it to sustain its business while seeking new markets and applications for its database. In addition, any attempt by NAVTEQ to diversify its product and service offerings may not be successful and may cause NAVTEQ to divert resources and management attention away from its core business, which could adversely affect its financial position, reputation and relationships with its customers.

Even with respect to NAVTEQ’s principal map database product, customers continue to request that additional types of content be included in its data. If NAVTEQ is unable to timely include such content in its product and service offerings or do not effectively determine what types of content to include and the related prioritization of developing such product and service offerings, its customers may purchase map data and related content elsewhere, which would adversely affect its revenue.

If NAVTEQ is unable to manage its growth effectively, NAVTEQ’s profitability and ability to implement its strategy will be adversely affected.

NAVTEQ’s continued growth has and will continue to place significant demands on its managerial, operational and financial resources. To accommodate this growth and successfully execute its strategy, NAVTEQ will need to continue to hire additional qualified personnel and implement new or upgraded operating and financial systems and internal operating and financial controls and procedures throughout the company. NAVTEQ’s inability to expand and integrate these additions and upgrades in an efficient and timely manner could cause NAVTEQ’s expenses to increase, revenue to decline and could otherwise adversely affect its profitability and ability to implement its strategy.

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NAVTEQ derives the majority of its revenue from the use of its map database in vehicle navigation systems and fluctuations in the condition of the automotive market may result in fluctuations in the demand for products incorporating NAVTEQ’s database.

The use of NAVTEQ’s database in vehicle navigation systems, which NAVTEQ supplies directly and indirectly to automobile manufacturers, historically has accounted for a substantial majority of its revenue. Approximately 83%, 82% and 72% of NAVTEQ’s revenue for the years ended December 31, 2003, 2004 and 2005, respectively, were generated by the sale of NAVTEQ’s database for use in new automobiles equipped with navigation systems. Any significant downturn in the demand for these products would materially decrease NAVTEQ’s revenue. The automotive market historically has experienced fluctuations due to increased competition, economic conditions and circumstances affecting the global market for automobiles generally, and additional fluctuations are likely to occur in the future. To the extent that NAVTEQ’s future revenue depends materially on sales of new automobiles equipped with navigation systems enabled by digital maps, NAVTEQ’s business may be vulnerable to these fluctuations.

If NAVTEQ’s customers are unable to pay its fees in a timely manner, NAVTEQ’s revenue and results of operations could be materially negatively impacted.

NAVTEQ has a number of customers with individually large amounts due at any given balance sheet date. Any unanticipated change in the creditworthiness of one of these customers or other matters affecting the collectibility of amounts due from these customers could have a material adverse affect on NAVTEQ’s results of operations in the period in which these changes or events occur and make it difficult to forecast its results. NAVTEQ records allowances for estimated losses from uncollectible accounts based upon specifically-identified amounts that it believes to be uncollectible. In addition, NAVTEQ records additional allowances based on historical experience and its assessment of the general financial condition of its customer base. If NAVTEQ’s actual collections experience changes, revisions to its allowances may be required. NAVTEQ’s credit losses have historically been within both NAVTEQ’s expectations and the provision recorded, but fluctuations in credit loss rates in the future may affect its financial results.

NAVTEQ is experiencing significant changes in its customer base which is resulting in new challenges that may decrease its growth, negatively impact its business and make it more difficult to forecast its results.

Revenue derived from the use of NAVTEQ data in location-enabled mobile devices, as opposed to in-vehicle navigation devices, is becoming a much more significant part of its overall operating results. This shift is requiring us to focus on a number of factors, including the following:

·       incorporating alternative pricing structures into NAVTEQ’s business models;

·       the importance of brand awareness and loyalty;

·       serving a larger number of small customers; and

·       shorter design cycles which makes it easier to substitute map data.

If NAVTEQ is unable to effectively respond to these factors, its growth and business would be negatively affected.

In addition, NAVTEQ’s total revenue will likely have a more seasonal pattern with first quarter revenue generally being relatively weaker than other quarters and fourth quarter revenue generally being relatively stronger than other quarters. Since NAVTEQ is in the early stages of this shift in its revenue, NAVTEQ’s ability to forecast its revenue, particularly in the fourth quarter, may be limited, and may result in material differences between any forecasted operating results and its actual results.

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This could cause volatility in NAVTEQ’s stock price. In addition, if NAVTEQ becomes more dependent on revenues associated with location-enabled devices, NAVTEQ’s business may be more sensitive to the general strength of the fourth quarter holiday shopping season and external retail shopping factors, each of which could significantly negatively impact its business.

NAVTEQ’s results of operations will suffer if it is not able to maintain its license fees.

NAVTEQ’s profitability depends significantly on the prices it is able to charge customers for its data and other services. The license fees NAVTEQ charges its customers are affected by a number of factors, including:

·       the quality of NAVTEQ’s data and other products and services and its customers’ perception of such quality;

·       brand awareness and loyalty;

·       the proliferation of navigation applications in lower-cost products and services and market acceptance of those products and services;

·       NAVTEQ’s customers’ expectations of lower license fees as a result of economies of scale, customer-imposed efficiency improvements and decreases in prices of hardware and software incorporating NAVTEQ’s database;

·       competition;

·       advances in technology that reduce the cost of geographic data acquisition;

·       introduction of new services or products by NAVTEQ or its competitors;

·       pricing policies of NAVTEQ’s competitors;

·       price sensitivity of end-users of navigation products and services; and

·       general economic conditions.

Any one or a combination of these factors could cause a decline in NAVTEQ’s license fees and thus, adversely affect its revenue and profitability. In addition, the success of NAVTEQ’s pricing policies is based, in part, on NAVTEQ’s assessment of the evolution of the market for products and services incorporating navigation applications, which is uncertain, and NAVTEQ’s ability to correlate the price it charges for various uses of its database. If either NAVTEQ’s assessment of the market evolution or its price correlations turn out to be incorrect, then NAVTEQ’s revenue and profitability may be adversely affected.

The automotive market and the market for mobile devices are highly competitive and manufacturers in these markets are continually looking for ways to reduce the costs of components included in their products in order to maintain or broaden consumer acceptance of those products. Because NAVTEQ’s map database is a component incorporated in automotive, mobile phone and handheld navigational systems, NAVTEQ faces pressure, from time to time, from its customers to lower its database license fees. NAVTEQ has in the past, and may in the future, need to lower its license fees to preserve customer relationships or extend use of its database to a broader range of products. To the extent NAVTEQ lowers its license fees in the future, NAVTEQ cannot assure you that it will be able to achieve related increases in the use of its database or other benefits to offset fully the effects of these adjustments.

In addition, increased competition has affected NAVTEQ’s ability to maintain the level of its prices. If price adjustments resulting from increased competition are not offset by increases in sales of NAVTEQ’s database, its revenue and profitability could be adversely affected.

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Increased competition could result in price reductions, reduced profit margins or loss of market share by NAVTEQ.

The market for map information is highly competitive. NAVTEQ competes with other companies and governmental and quasi-governmental agencies that provide map information to a wide variety of users in a wide range of applications with varying levels of functionality.

NAVTEQ currently has several major competitors in providing map information, including Tele Atlas N.V. and numerous European governmental and quasi-governmental mapping agencies (e.g., Ordnance Survey in the United Kingdom) that license map data for commercial use. Governmental and quasi-governmental agencies also are making more map data information with greater coverage and content, and higher quality, available free of charge or at lower prices, which may encourage new market entrants or reduce the demand for fee-based products and services which incorporate NAVTEQ’s map database.

In addition, some of NAVTEQ’s customers prefer to license data from several vendors in order to diversify their sources of supply and to maintain competitive and pricing pressures. Increased competition from NAVTEQ’s current competitors or new market entrants (which may include its customers) with respect to quality, content, pricing and otherwise, actions taken by its customers to diversify their sources of supply and increase pricing pressure, initiatives to develop community- and probe-based map data and other competitive pressures may result in price reductions, reduced profit margins or loss of market share by NAVTEQ.

One of NAVTEQ’s primary competitors has filed a complaint against NAVTEQ alleging various anti-competitive and tortious acts which could adversely affect its business, results of operations and financial condition.

On April 22, 2005, Tele Atlas N.V. and Tele Atlas North America (“Tele Atlas”) filed a complaint against NAVTEQ in the United States District Court for the Northern District of California. The complaint alleges that NAVTEQ violated Sections 1 and 2 of the Sherman Act, Section 3 of the Clayton Act, and Sections 16720, 16727 and 17200 of the California Business and Professions Code, and that NAVTEQ intentionally interfered with Tele Atlas’s contractual relations and prospective economic advantage with third parties, by allegedly excluding Tele Atlas from the market for digital map data for use in navigation system applications in the United States through exclusionary and predatory practices. On August 16, 2005, Tele Atlas filed an amended complaint based on these same causes of action. Specifically, in its amended complaint, Tele Atlas alleges that NAVTEQ controls a predominant share of variously defined markets for digital map data and have entered into exclusive contracts with digital map data customers for the purpose of acquiring or maintaining an illegal monopoly in these alleged markets. Tele Atlas also contends that these allegedly exclusive contracts have interfered with Tele Atlas’ current and prospective business relationships and amount to unfair competition under California state law. In addition, Tele Atlas alleges that NAVTEQ, through its license under U.S. Patent No. 5,161,886, control a predominant share of the alleged relevant technology market consisting of methods for displaying portions of a topographic map from an apparent perspective view outside and above a vehicle in the United States, and allegedly have entered into patent licenses and/or other arrangements in a manner that violates the aforesaid laws. On November 2, 2005, the Court dismissed some, but not all, of Tele Atlas’ claims for failure to state valid causes of action. On November 22, 2005, Tele Atlas filed a second amended complaint based on the same causes of actions and essentially the same allegations as in its first amended complaint and NAVTEQ filed an answer denying Tele Atlas’ claims. Tele Atlas seeks preliminary and permanent injunctive relief, unspecified monetary, exemplary and treble damages, and costs and attorneys’ fees of suit. Based on a review of the second amended complaint, NAVTEQ believes that the allegations are without merit. NAVTEQ intends to take all necessary steps to vigorously defend itself against this action; however, because this matter is in a very early stage, NAVTEQ cannot predict its outcome or

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potential effect, if any, on its business, financial position or results of operations. A negative outcome could adversely affect NAVTEQ’s business, results of operations and financial condition. Even if NAVTEQ prevails in this matter, it may incur significant costs in connection with its defense, experience a diversion of management time and attention, realize a negative impact on its reputation with its customers and face similar governmental and private actions based on these allegations.

NAVTEQ has historically incurred operating losses and it may not achieve sustained profitability.

Prior to the year ended December 31, 2002, NAVTEQ had been unprofitable on an annual basis since its inception. For the years ended December 31, 2000 and 2001, NAVTEQ had operating losses of $51.3 million and $28.9 million, respectively, and net losses of $109.6 million and $116.5 million, respectively. As of December 31, 2005, NAVTEQ had an accumulated deficit of $296.9 million. Although NAVTEQ has achieved an operating profit and a net profit for the year ended December 31, 2002 and each fiscal year thereafter, it cannot assure you that its revenue will continue to grow at its current rate or that it will be able to maintain profitability in the future.

NAVTEQ’s dependence on its vehicle navigation systems manufacturer customers for compilation could result in a material decrease in its revenue or otherwise adversely affect its business.

For vehicle navigation systems, NAVTEQ relies on its vehicle navigation systems manufacturer customers to compile copies of its map database into their proprietary formats. This can be a time and labor intensive and complex process. In some cases, these customers also are responsible for distributing the compiled database to the automobile manufacturers. If these customers do not compile or distribute its map database in a timely manner and consistent with the requirements of the automobile manufacturers, NAVTEQ’s reputation and relationships with the automobile manufacturers could be adversely affected. In other cases, NAVTEQ’s navigation systems manufacturer customers compile NAVTEQ’s map database and then return a master copy to NAVTEQ. NAVTEQ then distributes copies of the database to the automobile manufacturers in exchange for a distribution fee. If these customers do not fulfill their obligations to us to compile NAVTEQ’s map database, or to the extent NAVTEQ has not entered into agreements clearly specifying their obligations or fail to do so in the future, NAVTEQ may not be able to satisfy its obligations to automobile manufacturers, which could result in its contractual liability to these automobile manufacturers, and would likely decrease NAVTEQ’s revenue and adversely affect NAVTEQ’s business. NAVTEQ’s vehicle navigation systems manufacturer customers also could decide not to provide compilation services to NAVTEQ, which would prevent NAVTEQ from providing distribution services to the automobile manufacturers with respect to these customers’ navigation systems, and would result in a material decrease in NAVTEQ’s revenue.

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NAVTEQ derives a significant portion of its revenue from its  international operations and economic, political and other inherent risks of international operations may adversely affect its  financial performance.

NAVTEQ has approximately134 satellite and administrative offices in 25 countries worldwide. NAVTEQ has substantial operations in Europe. Approximately 66%, 68% and 64% of NAVTEQ’s total revenue for the years ended December 31, 2003, 2004 and 2005, respectively, were attributable to NAVTEQ’s European operations. NAVTEQ expects a significant portion of its revenue and expenses will be generated by its European operations in the future. Accordingly, NAVTEQ’s operating results are and will continue to be subject to the risks of doing business in foreign countries, which could have a material adverse effect on its business. NAVTEQ also collects data in various foreign jurisdictions and outsources some software development and data production functions in foreign jurisdictions. The key risks to us of operating in foreign countries include:

·       reduced or inadequate intellectual property protections and/or high rates of intellectual property piracy in some jurisdictions;

·       multiple, conflicting, vague and changing laws and regulations, including tax laws, employment laws, governmental approvals, permits and licenses;

·       restrictions on the movement of cash;

·       general political and economic instability;

·       restrictions on the import and export of technologies;

·       price controls or restrictions on exchange of foreign currencies;

·       trade barriers, including tariffs and other laws and practices that favor local companies;

·       maintenance of quality standards for outsourced work; and

·       difficulties and costs in staffing and managing foreign subsidiary operations, including cultural differences.

NAVTEQ expects to continue to expand internationally into other countries and regions, including into emerging economies, where it believes that many of these risks are increased. In some cases, this expansion may require or result in investments in or acquisitions of local companies or other strategic relationships, any of which may involve these risks.

Currency translation risk and currency transaction risk may adversely affect NAVTEQ’s results of operations.

Material portions of NAVTEQ’s revenue and expenses have been generated by its European operations, and expect that its European operations will account for a material portion of its revenue and expenses in the future. Substantially all of NAVTEQ’s international expenses and revenue are denominated in foreign currencies, principally the euro. As a result, NAVTEQ’s financial results could be affected by factors such as changes in foreign currency exchange rates or weak economic conditions in Europe and other foreign markets in which it has operations. Accordingly, fluctuations in the value of those currencies in relation to the U.S. dollar have caused and will continue to cause dollar-translated amounts to vary from one period to another. In addition to currency translation risks, NAVTEQ incurs currency transaction risk whenever one of its operating subsidiaries enters into either a purchase or a sales transaction using a currency other than the local currency in which it receives revenue and pays expenses.

For the year ended December 31, 2005, NAVTEQ generated approximately 65% of its total revenue, and incurred approximately 48% of its total costs in foreign currencies. NAVTEQ’s European

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operations reported revenue of $316.2 million for the year ended December 31, 2005. For the year ended December 31, 2005, every one cent change in the exchange ratio of the euro against the dollar resulted in a $2.6 million change in NAVTEQ’s revenue and a $1.2 million change in its operating income. NAVTEQ’s analysis does not consider the implications that such fluctuations could have on the overall economic activity that could exist in such an environment in Europe or the United States. Given the volatility of exchange rates, NAVTEQ may not be able to manage effectively its currency translation and/or transaction risks, which may adversely affect its financial condition and results of operations.

NAVTEQ is subject to income taxes in many countries because of its international operations and it exercises judgment in order to determine its provision for income taxes. Because that determination is an estimate, NAVTEQ cannot be certain that its income tax provisions and accruals will be adequate.

NAVTEQ is subject to income taxes in many countries, jurisdictions and provinces. NAVTEQ’s international operations require it to exercise judgment in determining its global provision for income taxes. Regularly, NAVTEQ makes estimates where the ultimate tax determination is uncertain. While NAVTEQ believes its estimates are reasonable, it cannot assure you that the final determination of any tax audit or tax-related litigation will not be materially different from that reflected in its historical income tax provisions and accruals. The assessment of additional taxes, interest and penalties as a result of audits, litigation or otherwise, could be materially adverse to NAVTEQ’s current and future results of operations and financial condition.

NAVTEQ may not generate sufficient future taxable income to realize its deferred tax assets.

NAVTEQ has a significant amount of tax loss carryforwards and interest expense carryforwards that will be available to reduce the taxes it would otherwise owe in the future. NAVTEQ has recognized the value of these future tax deductions in its consolidated balance sheet at December 31, 2005. The realization of NAVTEQ’s deferred tax assets is dependent upon the combined company’s generation of future taxable income during the periods in which the combined company is permitted, by law, to use those assets. NAVTEQ exercises judgment in evaluating its ability to realize the recorded value of these assets, and consider a variety of factors, including the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. NAVTEQ’s evaluation of the realizability of deferred tax assets must consider both positive and negative evidence, and the weight given to the potential effects of positive and negative evidence is based on the extent to which the evidence can be verified objectively. While NAVTEQ believes that sufficient positive evidence exists to support its determination that the realization of its deferred tax assets is more likely than not, it cannot assure you that it will have profitable operations in the future that will allow it to fully realize those assets.

Increased governmental regulation may place additional burdens on NAVTEQ’s business and adversely affect its ability to compete.

Although NAVTEQ does not believe governmental regulation has had a material effect on its business and operations to date, it is possible that it will experience the effects of increased regulation in the future. In Europe and the United States, the combination of heightened security concerns and the increase in the breadth and accuracy of NAVTEQ’s map database could result in more restrictive laws and regulations, such as export control laws, applicable to its database. In addition, automobile safety initiatives may result in restrictions on devices that use NAVTEQ’s database. As NAVTEQ continues to expand its geographic coverage, policies favoring local companies and other regulatory initiatives may result in export control laws and other restrictions on its ability to access, collect and use map data or otherwise conduct business in various countries throughout the world. NAVTEQ’s failure to comply with local policies and regulations could result in a number of adverse

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consequences, including loss of access to map data, restrictions or prohibitions on its use of map information, financial penalties, criminal sanctions or loss of licenses or other authority to do business in those jurisdictions. Any of these occurrences could adversely affect NAVTEQ’s ability to complete, improve, license or distribute its database, which could result in a competitive disadvantage for it and the possible loss of customers and revenue.

NAVTEQ is required to evaluate its  internal control over financial reporting under Section 404 of the Sarbanes-Oxley Act of 2002 and any adverse results from such evaluation could result in a loss of investor confidence in its financial reports and have an adverse effect on NAVTEQ’s stock price.

As a public reporting company, NAVTEQ must comply with the Sarbanes-Oxley Act of 2002 and the related rules and regulations of the Securities and Exchange Commission, including expanded disclosures and accelerated reporting requirements. NAVTEQ is now required to furnish a report by its management on its internal control over financial reporting. The report must contain among other matters, an assessment of the effectiveness of its internal control over financial reporting as of the end of its fiscal year. This assessment must include disclosure of any material weaknesses in NAVTEQ’s internal control over financial reporting identified by management. The report must also contain a statement that NAVTEQ’s auditors have issued an attestation report on management’s assessment of such internal control.

NAVTEQ’s annual report on Form 10-K for the year ended December 31, 2005 included NAVTEQ’s management’s report stating that its management had assessed the effectiveness of NAVTEQ’s internal control over financial reporting for the year ended December 31, 2005, and had concluded that as of December 31, 2005, its internal control over financial reporting was effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. It also included an attestation from NAVTEQ’s auditors that NAVTEQ’s report is fairly stated. However, if NAVTEQ’s management identifies one or more material weaknesses in its internal control over financial reporting in the future in accordance with NAVTEQ’s annual assessment, it will be unable to assert that its internal control is effective. If NAVTEQ is unable to assert that its internal control over financial reporting is effective for any fiscal year, or if its auditors are unable to attest that its management’s report is fairly stated or they are unable to express an opinion on the effectiveness of its internal control, NAVTEQ could lose investor confidence in the accuracy and completeness of its financial reports, which could have an adverse effect on its stock price.

Likewise, if NAVTEQ is not able to comply with the requirements of Section 404 in a timely manner or if its auditors are not able to complete the procedures required to support its attestation report, NAVTEQ could lose investor confidence in the accuracy and completeness of its financial reports, which could have an adverse effect on its stock price.

If NAVTEQ cannot retain its existing management team or attract and retain highly skilled and qualified personnel, its business could be adversely affected.

NAVTEQ’s success depends to a significant degree on the skills, experience and efforts of its current executive officers, including Judson C. Green, President and Chief Executive Officer, David B. Mullen, Executive Vice President and Chief Financial Officer and John K. MacLeod, Executive Vice President, NAVTEQ Connected Services and its other key employees, including management, sales, support, technical and services personnel. Qualified employees are in high demand throughout technology-based industries, and NAVTEQ’s future success depends in significant part on its ability to attract, train, motivate and retain highly skilled employees and the ability of its executive officers and other members of senior management to work effectively as a team.

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If NAVTEQ is unable to integrate acquired companies effectively, its business could be adversely affected.

NAVTEQ may pursue acquisitions of existing companies in order to grow its business, to expand the scope and breadth of its database and to diversify its products and services. NAVTEQ cannot assure you that it will be able to successfully integrate its recent acquisition of The Map Network, Inc. or any future acquisitions, that these acquired companies will operate profitably, or that it will realize the potential benefits from these acquisitions. If NAVTEQ does not successfully integrate acquired companies, the attention of its management may be diverted and its business, financial condition and results of operations could be adversely affected.

If NAVTEQ fails to adapt its technology infrastructure, map database and data collection tools to changes in technology, it could lose its existing customers and be unable to attract new business.

The market for products and services incorporating digital map information is evolving and is characterized by rapid technological change, changes in customer requirements, the introduction of new products and services and enhancements to existing products and services. Although NAVTEQ’s database currently can be used by its customers in a wide variety of applications, it will need to be able to maintain the compatibility of its map database with new products and services introduced as a result of technological changes. If NAVTEQ is unable to do so, demand for its database could decline and its revenue would be adversely affected.

In addition, NAVTEQ’s customers expect it to be able to handle larger amounts of data comprising of new and often dynamic content on an increasingly real-time basis. If NAVTEQ’s technology infrastructure and data collection tools are inflexible or unable to effectively respond to such expectations, its customers may purchase map data and related content from other sources.

If NAVTEQ  fails to establish and maintain relationships with third party sources of data used in its map database or other suppliers, its business is likely to suffer.

NAVTEQ depends upon third party sources for data to build, maintain and enhance its database. In certain cases, this data is readily available only from limited third party sources and/or at significant cost. NAVTEQ cannot assure you that it will be successful in maintaining its relationships with its current third party sources or that it will be able to continue to obtain data from them on acceptable terms or at all. NAVTEQ also cannot assure you that it will be able to obtain data from alternative sources if its current sources become unavailable. In some cases, NAVTEQ may obtain data on less favorable terms in order to satisfy its customers’ requirements. In addition, NAVTEQ may be unable to obtain data from additional sources that would allow it to enhance its existing coverage and expand its geographic coverage. NAVTEQ’s rights to use any data it obtains may be limited in scope and duration and subject to various other terms and restrictions that may reduce its usefulness to it. NAVTEQ’s inability to obtain data from its current sources or additional or alternative sources, or to use the acquired data for its intended purposes, may impair or delay the further development, updating and distribution of its database. Any impairments or delays may adversely affect its relationships with its customers and cause it to lose revenue. Further, if NAVTEQ must pay more for the data than it has in the past or acquire data on unfavorable terms to satisfy customer requirements, its profitability may be adversely affected.

NAVTEQ also relies on one of its suppliers to produce end-user copies of its data. If NAVTEQ is unable to obtain end-user copies from such supplier on terms acceptable to it or at all, it may be difficult to find a replacement, and could result in significant increase to NAVTEQ’s costs in cases where it distributes its map data directly to automotive manufacturers.

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If NAVTEQ’s customers do not accurately report the amount of license fees owed to it, NAVTEQ will not receive all of the revenue to which it is entitled.

Except with respect to NAVTEQ’s automobile manufacturer customers for whom it makes and distributes copies of its database, NAVTEQ relies on its customers to report the amount of license fees owed to it under its agreements with them. The majority of NAVTEQ’s agreements, including those with its key customers, give NAVTEQ the right to audit their records to verify this information. However, these audits can be expensive, time-consuming and possibly detrimental to NAVTEQ’s ongoing business relationships with its customers. As a result, to date NAVTEQ has only audited a small number of customers in any given year and have relied primarily on the accuracy of its customers’ reports. To the extent those reports are inaccurate, the revenue NAVTEQ collects from its customers could be materially less than the amount it should be receiving from them. Though NAVTEQ believes the revenue lost from underreporting has not been material historically, it cannot estimate the impact of underpayments in the future.

Errors or defects in the database NAVTEQ delivers to customers may expose it to risks of product liability claims and adversely affect its reputation, which could result in customer loss, decreased revenue, unexpected expenses and loss of market share.

The use of NAVTEQ’s data in route guidance products and other navigation products and applications involves an inherent risk of product liability claims and associated adverse publicity. Claims could be made by NAVTEQ’s customers if errors or defects result in failure of their products or services, or by end-users of those products or services or others alleging loss or harm as a result of actual or perceived errors or defects in its map database. NAVTEQ’s potential exposure may increase as products and services incorporating its map database begin to be used more widely in emergency response or other safety-related applications and as the information included in earlier versions of NAVTEQ’s map database becomes dated or obsolete. In addition, errors or defects in NAVTEQ’s database may require us to participate in product recalls, or cause us to voluntarily initiate a recall in order to maintain good customer relationships.

Product liability claims present a risk of protracted litigation, substantial money damages, attorneys’ fees, costs and expenses, and diversion of management’s attention from the operation of NAVTEQ’s business. Although NAVTEQ has not had any product liability claims brought against it to date, it cannot assure you that claims will not be brought in the future. NAVTEQ attempts to mitigate the risks of product liability claims through the use of disclaimers, limitations of liability and similar provisions in its license agreements; however, it cannot assure you that any of these provisions will prove to be effective barriers to claims. Recalls also may be costly and divert management’s attention from the operation of NAVTEQ’s business. In some circumstances, NAVTEQ is contractually obligated to indemnify its customers for liabilities, costs and expenses arising out of product liability claims. Providing indemnification or contesting indemnification claims from its customers may result in NAVTEQ incurring substantial costs and expenses. In some cases, purchase orders submitted by its customers purport to incorporate certain customer-favorable contractual terms and conditions which, if given effect, could increase NAVTEQ’s potential product liability and recall liability exposure. In addition, adverse publicity may reduce NAVTEQ’s customers’ willingness to incorporate its database and related applications into their products, which would adversely affect its revenue.

NAVTEQ’s inability to adequately protect its map database and other intellectual property could enable others to market databases with similar coverage and features that may reduce demand for NAVTEQ’s database and adversely affect its revenue.

NAVTEQ relies primarily on a combination of copyright laws, trade secrets, patents, database laws and contractual rights to establish and protect its intellectual property rights in its database, software and related technology. NAVTEQ cannot assure you that the steps it has taken or will take to

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protect its intellectual property from infringement, misappropriation or piracy will prove to be sufficient. Current or potential competitors may use its intellectual property without NAVTEQ’s authorization in the development of databases, software or technologies that are substantially equivalent or superior to NAVTEQ’s, and even NAVTEQ discovers evidence of infringement, misappropriation or intellectual property piracy, its recourse against them may be limited or could require it to pursue litigation, which could involve substantial attorneys’ fees, costs and expenses and diversion of management’s attention from the operation of its business. NAVTEQ’s database is a compilation of public domain, licensed, otherwise-acquired and independently developed information obtained from various sources such as aerial photographs, commercially available maps and data, government records, other data sources and field observation. Current or potential competitors may be able to use publicly available sources of information and techniques similar to what NAVTEQ uses to independently create a database containing substantially the same information as NAVTEQ’s database. Any of these events likely would harm its competitive position.

The laws of some countries in which NAVTEQ operates do not protect its intellectual property rights to the same extent as the laws of other countries. For example, although NAVTEQ’s database and software are protected in part by copyright, database and trade secret rights, copyright protection does not extend to facts and legislative database protections that relate to compilations of facts currently exist only in certain countries of Europe and do not exist in the United States or Canada. In addition, as NAVTEQ continues to expand its geographic coverage outside of Europe and North America, there may be little or no intellectual property protection and increased rates of piracy. Further, NAVTEQ recently has begun to outsource some software development and data production functions and license certain data collection tools and know how to third parties located in foreign countries where it believes there is an increased risk of infringement, misappropriation and piracy and an increased possibility that it may not be able to enforce its contractual and intellectual property rights.

Copies of NAVTEQ’s database that are distributed to end-users do not always include effective protection against unlawful copying. While NAVTEQ attempts to stop data piracy, its database is sometimes illegally copied and sold through auction sites and other channels.

NAVTEQ may face intellectual property infringement claims that could be time consuming, costly to defend and result in NAVTEQ’s loss of significant rights.

Due to the uncertain and developing nature of this area of intellectual property law, NAVTEQ cannot assure you that claims of infringement or similar claims will not be asserted against it. Various public authorities and private entities claim copyright or other ownership of or protection with respect to certain data and map information that NAVTEQ uses in its database. Although NAVTEQ’s general policy is to seek to obtain licenses or other rights where necessary or appropriate, it cannot assure you that it has obtained or will be successful in obtaining all of these licenses or rights. In the event that claims are asserted against NAVTEQ, it may be required to obtain one or more licenses from third parties. NAVTEQ may or may not be able to obtain those licenses at a reasonable cost or at all. Also, if NAVTEQ is found to have infringed the intellectual property rights of a third party, it may be subject to payment of substantial royalties or damages, or enjoined or otherwise prevented from marketing part or all of its database, software or related technologies and/or products which would incorporate its database, software or related technologies, any of which could cause NAVTEQ to lose revenue, impair its customer relationships and damage its reputation.

NAVTEQ also claims rights in its trademarks and service marks. Certain of NAVTEQ’s marks are registered in Europe, the United States, and elsewhere and it has filed applications to register certain other marks in these jurisdictions. Marks of others that are the same or similar to certain of its marks currently exist or may exist in the future. NAVTEQ cannot assure you that it will be able to continue using certain marks or that certain of its marks do not infringe the marks of others. NAVTEQ has

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licensed others to use certain of its marks in connection with its database and software and expects to continue licensing certain of its marks in the future. Licensees of NAVTEQ’s marks may take actions that might materially and adversely affect the value of NAVTEQ’s marks or reputation.

NAVTEQ’s intellectual property indemnification practices and potential obligations may adversely affect its business.

NAVTEQ’s license agreements with its customers generally contain indemnification provisions which, in certain circumstances may require it to indemnify its customers for liabilities, costs and expenses arising out of violations of intellectual property rights. These indemnification provisions and other actions by NAVTEQ may result in indemnification claims or claims of intellectual property right infringement. In some instances, the potential amount of the indemnities may be greater than the revenue it receives from the customer. Any indemnification claims or related disputes or litigation, whether ultimately NAVTEQ is or is not required to provide indemnification, could be time-consuming and costly, damage its reputation, prevent it from offering some services or products, or require it to enter into royalty or licensing arrangements, which may not be on terms favorable to it.

NAVTEQ’s technology systems may suffer failures and business interruptions that could increase its operating costs and cause delays in its operations.

NAVTEQ’s operations face the risk of systems failures. Although NAVTEQ believes it has sufficient disaster recovery plans and redundant systems in place, its systems and operations are vulnerable to damage or interruption from fire, flood, power loss, computer hardware and software failure, telecommunications failure, computer hacking break-ins and similar events. The occurrence of a natural disaster or unanticipated problems with its technology systems at NAVTEQ’s production facility in Fargo, North Dakota, at the location of the mainframe computer that stores its map database or at its offices in Chicago, Illinois and Veldhoven, the Netherlands could cause interruptions or delays in the ongoing development and enhancement of its map database and related software, and inhibit its ability to timely deliver its database to its customers, which in turn could cause it to lose customers or revenue. NAVTEQ’s technology systems may also be subject to capacity constraints which would cause increased operating costs in order to overcome these constraints.

In addition, NAVTEQ is in the process of migrating its computer systems related to its database to a new platform, and during this process it is incurring both the costs associated with migrating and maintaining its legacy systems. While NAVTEQ cannot assure you that there will not be unanticipated costs, it does not believe that the costs associated with the migration will be material to its results of operations. Hardware failure or software errors occurring in NAVTEQ’s legacy systems or during repair or after the completion of this migration could result in errors in its database, which could cause it to have to repair and re-ship its database to some customers and hinder its ability to timely deliver its database to its customers. Repairs and reshipments of its data could result in a material increase in its operating costs, subject us to liability from its customers and end-users and harm its reputation. Delays in completing the migration also could inhibit NAVTEQ’s ability to enhance and improve its database, which could adversely affect its ability to compete.

NAVTEQ is required to achieve and maintain various quality assurance standards and if it is unable to do so, NAVTEQ’s key customers may not do business with it.

Many of NAVTEQ’s customers, particularly those in the automotive industry, require their suppliers to maintain certain quality assurance standards and certifications, including those pursuant to the ISO series of international standards. Although NAVTEQ has achieved many of these certifications, it cannot assure you that it will be able to continue to meet these standards in the future or that its customers will not require it to obtain and maintain certifications under different or more stringent standards in the future, which it may or may not be able to accomplish. If NAVTEQ is unable

45




to do so, those customers may refuse to do business with it, which could materially reduce its revenue and adversely affect its reputation.

Changes to financial accounting standards may affect NAVTEQ’s results of operations and cause it to change its business practices.

NAVTEQ prepares its financial statements to conform with generally accepted accounting principles, or GAAP, in the United States. These accounting principles are subject to interpretation by the American Institute of Certified Public Accountants, the Financial Accounting Standards Board, or FASB, the SEC and various bodies formed to promulgate and interpret appropriate accounting policies. A change in those accounting principles or interpretations could have a significant effect on NAVTEQ’s reported financial results and may affect its reporting of transactions completed before a change is announced or adopted.

Risks Related to Ownership of NAVTEQ’s Common Stock

NAVTEQ’s stock price may be volatile, and you may not be able to resell shares of its common stock at or above the price you paid or at all.

The price of NAVTEQ common stock may fluctuate widely, depending upon many factors, including the market’s perception of its prospects and those of geographic data providers in general, differences between its actual financial and operating results and those expected by investors and analysts, changes in analysts’ recommendations or projections, changes in general economic or market conditions and broad market fluctuations. Broad market and industry factors may decrease the market price of NAVTEQ common stock, regardless of its actual operating performance. Stock prices for technology-related companies have experienced significant price and volume volatility. Companies that experience volatility in the market price of their securities often are subject to securities class action litigation. This type of litigation, if instituted against NAVTEQ, could result in substantial costs and divert management’s attention and resources away from its business. In addition, NAVTEQ is currently experiencing a major shift in its business from in-vehicle navigation devices to location-enabled mobile devices which is causing its business to be more seasonal and difficult to predict, each of which could result in volatility in its stock price.

NAVTEQ’s quarterly revenue and operating results are difficult to predict and if it does not meet quarterly financial expectations its stock price may experience increased volatility.

NAVTEQ’s quarterly revenue and operating results are difficult to predict due to a variety of factors, including the timing of purchases by its customers, the introduction of new products or services by them incorporating its map database and changes in its pricing policies or those of its competitors. These or other factors, many of which are beyond NAVTEQ’s control, may result in this unpredictability continuing in the future. This could cause NAVTEQ’s operating results in some quarters to vary from market expectations and lead to volatility in its stock price. NAVTEQ currently does not provide guidance to the marketplace with respect to its quarterly financial results. As such, analysts’ estimates may not reflect NAVTEQ’s own expectations as to its future financial performance.

If securities or industry analysts do not publish research or reports about NAVTEQ’s business, or if they change their recommendations regarding NAVTEQ stock adversely, its stock price and trading volume could decline.

The trading market for NAVTEQ common stock will be influenced by the research and reports that industry or securities analysts publish about it or its business. If one or more of the analysts who cover NAVTEQ downgrade NAVTEQ stock, its stock price would likely decline. If one or more of these

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analysts ceases coverage of NAVTEQ or fails to regularly publish reports on it, NAVTEQ could lose visibility in the financial markets, which in turn could cause its stock price or trading volume to decline.

NAVTEQ may require additional capital in the future, which may not be available to it. Sales of its equity securities to provide this capital may dilute your ownership in NAVTEQ.

NAVTEQ may need to raise additional funds through public or private debt or equity financings in order to:

·       take advantage of expansion opportunities;

·       acquire complementary businesses or technologies;

·       develop new services and products; or

·       respond to competitive pressures.

Any additional capital raised through the sale of NAVTEQ’s equity securities may dilute your percentage ownership interest in NAVTEQ. Furthermore, any additional financing NAVTEQ may need may not be available on terms favorable to it or at all. The unavailability of needed financing could adversely affect NAVTEQ’s ability to execute its growth strategy.

NAVTEQ does not intend to pay dividends for the foreseeable future.

Except for the special cash dividend that was paid on June 18, 2004 to NAVTEQ’s common stockholders of record as of April 19, 2004, NAVTEQ has never declared or paid any cash dividends on its common stock. Payment of future cash dividends will be at the discretion of NAVTEQ’s board of directors after taking into account various factors, including NAVTEQ’s financial condition, operating results, current and anticipated cash needs and plans for expansion, and any limitations on dividend payments included in any financing or other agreements that NAVTEQ may be party to at the time. NAVTEQ’s existing credit facility currently restricts its ability to pay dividends. Consequently, investors cannot rely on dividend income and your opportunity to achieve a return on your investment in NAVTEQ common stock will likely depend entirely upon any future appreciation in the price of its stock. There is no guarantee that the price of common stock will appreciate in the future or that the price at which you purchased your shares will be maintained.

Delaware law and NAVTEQ’s certificate of incorporation and bylaws contain provisions that could delay and discourage takeover attempts that stockholders may consider favorable.

Certain provisions of NAVTEQ’s certificate of incorporation and bylaws and applicable provisions of Delaware corporate law may make it more difficult for or prevent a third party from acquiring control of NAVTEQ or changing NAVTEQ’s board of directors and management. These provisions include:

·       the ability by NAVTEQ’s board of directors to issue preferred stock with voting or other rights or preferences;

·       NAVTEQ’s stockholders may only take action at a meeting of NAVTEQ’s stockholders and not by written consent; and

·       NAVTEQ’s stockholders must comply with advance notice procedures in order to nominate candidates for election to its board of directors or to place stockholders’ proposals on the agenda for consideration at meetings of the stockholders.

Any delay or prevention of a change of control transaction or changes in NAVTEQ’s board of directors or management could deter potential acquirors or prevent the completion of a transaction in which NAVTEQ’s stockholders could receive a substantial premium over the then current market price for their shares.

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THE SPECIAL MEETING OF TRAFFIC.COM STOCKHOLDERS

This proxy statement/prospectus is being furnished to you as part of the solicitation of proxies by Traffic.com’s board of directors in connection with a special meeting of Traffic.com’s stockholders. The purpose of the special meeting is for you to consider and vote upon a proposal to adopt the Agreement and Plan of Merger, dated as of November 5, 2006, by and among Traffic.com, NAVTEQ, NAVTEQ Holdings B.V. and NAVTEQ Holdings Delaware, Inc., pursuant to which Traffic.com will merge with and into NAVTEQ Holdings Delaware, Inc. A copy of the merger agreement is attached to this proxy statement/prospectus as Annex A and is incorporated by reference into this proxy statement/prospectus.

This proxy statement/prospectus is first being furnished to the stockholders of Traffic.com on or about         , 2007.

Date, Time and Place of the Special Meeting

The special meeting of the stockholders of Traffic.com will be held on held on                   , 2007, at            a.m. Eastern time, at Valley Forge Suites, 888 Chesterbrook Blvd., Wayne, Pennsylvania 19087.

Purpose of the Special Meeting

At the special meeting, Traffic.com stockholders will be asked:

·       to consider and vote upon a proposal to adopt the merger agreement; and

·       to transact any business as may properly be brought before the special meeting or an adjournment or postponement of the special meeting.

At this time, the Traffic.com board of directors is unaware of any matters, other than those set forth in the Notice of Special Meeting of Stockholders, that may properly come before the special meeting.

If the stockholders of Traffic.com adopt the merger agreement, Traffic.com will merge with and into NAVTEQ Holdings Delaware, Inc., a wholly-owned subsidiary of NAVTEQ B.V. (a wholly-owned subsidiary of NAVTEQ), and NAVTEQ Holdings Delaware, Inc. will survive the merger as a wholly-owned subsidiary of NAVTEQ.

After careful consideration, Traffic.com’s board of directors has unanimously approved the merger agreement and determined that the merger is advisable, fair to and in the best interests of, Traffic.com and Traffic.com’s stockholders and unanimously recommends that you vote FOR the adoption of the merger agreement.

Record Date for the Special Meeting

Traffic.com’s board of directors has fixed the close of business on             , 2007 as the record date for determining those Traffic.com stockholders entitled to notice of and to vote at the Traffic.com special meeting. On the record date, there were            shares of Traffic.com common stock outstanding and entitled to vote, held by approximately         holders of record. A list of stockholders eligible to vote at the meeting will be available for review during regular business hours at Traffic.com’s headquarters, located at 851 Duportail Road, Wayne, Pennsylvania 19087, for ten days prior to the meeting.

Vote of Traffic.com Stockholders Required for Adoption of the Merger

A majority of outstanding shares of Traffic.com common stock entitled to vote at the special meeting must be represented in person or by proxy to constitute a quorum for the conduct of business at the special meeting. The adoption of the merger agreement and approval of the

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transactions contemplated thereby, including the merger, requires the affirmative vote of a majority of the outstanding shares of Traffic.com common stock. At the special meeting, each holder of Traffic.com common stock is entitled to one vote for each share of Traffic.com common stock held as of the record date.

Pursuant to voting agreements by and among NAVTEQ, Traffic.com, NAVTEQ Holdings B.V., NAVTEQ Holdings Delaware, Inc. and certain Traffic.com stockholders, subject to certain limitations, each of these stockholders has agreed to vote his or its shares of Traffic.com common stock in favor of the adoption of the merger agreement and the transactions contemplated thereby. As of the record date, these stockholders beneficially owned approximately        issued and outstanding shares of Traffic.com common stock, which represents approximately         % of the outstanding shares of Traffic.com common stock entitled to vote at the special meeting.

Pursuant to a voting agreement by and among NAVTEQ, Traffic.com, NAVTEQ Holdings B.V., NAVTEQ Holdings Delaware, Inc. and certain TL Ventures entities, subject to certain limitations, these TL Ventures entities have agreed to vote their shares of Traffic.com common stock in favor of the adoption of the merger agreement and the transactions contemplated thereby. Under the voting agreement, these TL Ventures entities have agreed to elect to receive their per share merger consideration entirely in shares of NAVTEQ common stock. As of the record date, these TL Ventures entities beneficially owned approximately            issued and outstanding shares of Traffic.com common stock, which represents approximately           % of the outstanding shares of Traffic.com common stock entitled to vote at the special meeting. Pursuant to an agreement with NAVTEQ and Traffic.com, these TL Ventures entities have agreed to exchange these warrants for NAVTEQ common stock.

Adjournment or Postponement

The special meeting may be adjourned or postponed by the chairman of Traffic.com’s board of directors or other authorized persons in order to permit further solicitation of proxies.

Voting and Voting of Proxies

All shares of Traffic.com common stock represented by properly executed proxies or voting instructions that are received prior to or at the special meeting prior to the closing of the polls will, unless revoked, be voted in accordance with the instructions indicated on those proxies or voting instructions. If no instructions are indicated on a properly executed proxy or voting instruction card, the shares will be voted FOR adoption of the merger agreement. All properly executed proxy cards or voting instruction cards that have indicated an abstention from voting will be considered present at the special meeting for purposes of determining a quorum, but will have the same effect as a vote against the adoption of the merger agreement as described herein. All stockholders are urged to mark the applicable box on the proxy card or voting instruction card to indicate how to vote all shares.

For Traffic.com shares held in an account at a broker or bank, the voting stockholder must instruct the broker or bank on how to vote the Traffic.com shares. If an executed proxy card returned by a broker or bank indicates that the broker or bank does not have discretionary authority to vote on a particular matter, the shares will be considered present at the special meeting for purposes of determining the presence of a quorum, but will have the same effect as a vote against adopting the merger agreement. This is called a broker non-vote. A broker or bank will vote shares over which it does not have discretionary authority only if the stockholder that beneficially owns the shares provides instructions on how to vote the shares.

Because the adoption of the merger agreement requires the affirmative vote of a majority of the outstanding shares of Traffic.com common stock entitled to vote, all abstentions, failures to submit a properly signed proxy card or voting instruction card and broker non-votes will have the same effect as votes against the adoption of the merger agreement.

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Traffic.com currently does not expect that any matter other than the proposal described herein will be brought before the special meeting. If, however, other matters are properly presented, the persons named as proxies will vote in accordance with their judgment with respect to those matters.

The persons named as proxies may vote for one or more adjournments of the special meeting to permit further solicitations in favor of the proposals to be considered at those meetings.

Revocability of Proxies

You may revoke your proxy at any time before it is voted by:

·       filing a written notice of revocation with the Secretary of Traffic.com at 851 Duportail Road, Wayne, Pennsylvania, 19087 prior to or at the special meeting;

·       delivering a properly executed subsequently dated proxy card prior to or at the special meeting; or

·       appearing in person and voting at the special meeting.

Attendance at the special meeting will not in and of itself constitute the revocation of a proxy. If the special meeting is postponed or adjourned, it will not affect the ability of Traffic.com stockholders of record to exercise their voting rights or to revoke any previously-granted proxy by using the methods described above.

Solicitation of Proxies

Traffic.com will pay all expenses relating to this proxy solicitation. Traffic.com reserves the right to retain a solicitation agent to assist in the solicitation of proxies. Traffic.com will also request banks, brokers and other intermediaries holding shares of Traffic.com common stock beneficially owned by others to send this proxy statement/prospectus to, and obtain proxies from, the beneficial owners and will, if requested, reimburse the record holders for their reasonable out-of-pocket expenses in so doing. Solicitation of proxies by mail may be supplemented through solicitation by telephone and other electronic means, advertisements and personal solicitation by the directors, officers or employees of Traffic.com. No additional compensation will be paid to Traffic.com’s directors, officers or employees for soliciting votes in connection with the special meeting.

Householding of Special Meeting Materials

Some banks, brokers and other record holders may be participating in the practice of “householding” proxy statements. This means that only one copy of the proxy statement/prospectus may have been sent to multiple stockholders in your household. Traffic.com will promptly deliver a separate copy of the proxy statement/prospectus to you if you write to or call Traffic.com at the following address or phone number: Traffic.com, Inc., 851 Duportail Road, Wayne, Pennsylvania 19087, Telephone: (610) 725-9700, Attention: General Counsel.

The matters to be considered at the special meeting are of great importance to the stockholders of Traffic.com. Accordingly, you are urged to read and carefully consider the information presented in this proxy statement/prospectus, and to complete, date, sign and promptly return the enclosed proxy card in the enclosed postage-paid and addressed envelope (or, in the case of shares of Traffic.com held for you by a broker, to give voting instructions to your broker).

You should not send in any stock certificates with your proxy card. A transmittal letter with instructions for the surrender of your Traffic.com stock certificates will be mailed to you as soon as practicable after completion of the merger.

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THE MERGER

General

The NAVTEQ and Traffic.com boards of directors have approved the merger agreement, the merger and the transactions contemplated by the merger agreement. At the effective time of the merger, Traffic.com will be merged with and into NAVTEQ Holdings Delaware, Inc. and the separate existence of Traffic.com will cease. Each outstanding share of Traffic.com common stock will be converted into the right to receive, at the election of the holder (subject to certain conditions, including those pertaining to pro-ration described elsewhere in this proxy statement/prospectus): (i) $8.00 in cash, without interest or (ii) 0.235 shares of NAVTEQ common stock. The election of cash or stock will be subject to a limit on total cash consideration of $49 million (minus the cash value of dissenting shares) and a total stock consideration equal to 4.3 million shares of NAVTEQ common stock (less the shares of NAVTEQ common stock issued to holders of warrants to purchase Traffic.com stock that are exchanged for NAVTEQ common stock).

Background of the Merger

NAVTEQ and Traffic.com have maintained a customer-supplier relationship since 2004, when NAVTEQ launched its traffic data service with Traffic.com serving as one of the primary sources of traffic data for NAVTEQ.

In April 2005, David B. Mullen, NAVTEQ’s Executive Vice President and Chief Financial Officer and Robert N. Verratti, Traffic.com’s Chief Executive Officer, first discussed NAVTEQ’s possible interest in acquiring Traffic.com. On May 5, 2005, Mr. Mullen, Judson C. Green, NAVTEQ’s Chief Executive Officer and President and Howard Hayes, NAVTEQ’s Vice President of Dynamic Content Product Management, met with Mr. Verratti, Mark J. DeNino, Traffic.com’s Chairman, Christopher M. Rothey, Traffic.com’s Chief Operating Officer, and a representative of TL Ventures, Traffic.com’s largest stockholder, to further discuss a potential acquisition. Subsequent to that meeting, Mr. Verratti informed Mr. Green that Traffic.com was exploring the possibility of an initial public offering of its stock and, therefore, any acquisition proposal from NAVTEQ would need to be at a purchase price above Traffic.com’s anticipated initial public offering valuation. The parties continued their discussions through August 2005, and during that time period Traffic.com provided NAVTEQ certain background business, and financial information. The parties terminated discussions in August 2005 when they could not reach agreement regarding valuation. On August 31, 2005, Traffic.com filed a registration statement on Form S-1 with the SEC for its initial public offering. Traffic.com completed its initial public offering in January 2006.

On May 5, 2006, Mr. Hayes contacted Mr. Rothey to discuss Traffic.com’s interest in exploring a potential acquisition of Traffic.com by NAVTEQ. Mr. Rothey reported this conversation to Mr. Verratti, and on May, 8, 2006, after Messrs. Rothey and Verratti discussed the matter with other members of senior management at Traffic.com and with individual members of Traffic.com’s board of directors, Mr. Rothey contacted Mr. Hayes to discuss what NAVTEQ’s plans for Traffic.com might be if an acquisition were to occur, NAVTEQ’s views as to the potential benefits of such a transaction to Traffic.com and its stockholders, and whether NAVTEQ was considering a transaction structure that would include NAVTEQ stock as all or part of the merger consideration. Mr. Rothey informed Mr. Hayes that a NAVTEQ proposal for an all cash deal at a purchase price below the initial public offering price for Traffic.com’s stock was not likely to be acceptable.

Between May 5, 2006 and May 16, 2006, NAVTEQ purchased 375,800 shares of Traffic.com common stock on the open market for an average price of $5.30 per share.

As a follow-up to the conversations between Messrs. Hayes and Rothey, Mr. Mullen contacted Mr. Verratti on May 11, 2006 to further discuss Traffic.com’s interest in exploring a potential acquisition of Traffic.com by NAVTEQ. Mr. Verratti called Mr. Mullen on May 15, 2006 to express Traffic.com’s

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willingness to explore a potential acquisition by NAVTEQ and suggested that the parties meet. On May 18, 2006, Messrs. Verratti and Mullen met in Chicago along with Douglas Power, NAVTEQ’s Vice President, Corporate Development and James Ratigan of Merrill Lynch, Pierce, Fenner & Smith Incorporated (which we refer to as Merrill Lynch), NAVTEQ’s financial advisor, and John Josephson, one of Traffic.com’s directors and a Managing Director of Allen & Company LLC, Traffic.com’s financial advisor.The parties discussed generally their respective interests in possibly pursuing a transaction. Mr. Verratti indicated that Traffic.com might possibly consider a transaction at a purchase price per share of Traffic.com common stock less than Traffic.com’s initial public offering price if the transaction consideration to be paid to Traffic.com’s stockholders consisted largely of NAVTEQ stock. Mr Verratti did not indicate a specific price or range of prices which he thought might be acceptable to Traffic.com. Mr. Verratti stated that he would discuss NAVTEQ’s interest with other members of Traffic.com’s board and would contact NAVTEQ thereafter to indicate whether Traffic.com believed that further discussions were warranted. Mr. Verratti reported the outcome of the meeting to the members of Traffic.com’s board of directors and they discussed their various opinions regarding the continuation of exploratory discussions. On May 19, 2006, Mr. Verratti informed Mr. Mullen that Traffic.com was interested in continuing discussions.

On May 22, 2006, Mr. Josephson sent Mr. Power a form of confidentiality and non-disclosure agreement in order to facilitate due diligence and further discussions between the parties. Representatives of NAVTEQ and Traffic.com negotiated the terms of this agreement, and the definitive form of confidentiality and non-disclosure agreement was signed by the parties on May 31, 2006. Neither the confidentiality and non-disclosure agreement nor any other agreement in effect between Traffic.com and NAVTEQ prior to the execution of the definitive merger agreement contained any provision that prevented Traffic.com from discussing potential business combinations with other parties.

On June 1, 2006, representatives of NAVTEQ and Merrill Lynch met with members of Traffic.com’s management team at Traffic.com’s offices and Traffic.com’s management team presented an overview of Traffic.com’s business and operations. Following the meeting on June 1, 2006 and continuing throughout June 2006, NAVTEQ forwarded due diligence requests to Traffic.com and Traffic.com, in response to those requests, provided NAVTEQ certain financial and operating data. In addition, Traffic.com personnel participated in a series of calls during June 2006 with NAVTEQ personnel and representatives of Merrill Lynch to review business and financial information provided by Traffic.com; to respond to various due diligence questions; and to discuss possible synergies that might be realized from a combination of Traffic.com and NAVTEQ.

Also, during this time period, after consultation with Traffic.com’s board of directors regarding the most appropriate method for gathering information concerning the potential interest of other companies in undertaking a strategic transaction with Traffic.com, Allen & Company LLC conducted a market check of other companies which might have an interest in undertaking discussions with Traffic.com regarding a potential strategic alternative to the merger. A broad list of companies was compiled based on the Traffic.com board of directors’ and Allen & Company LLC’s assessment of potential strategic and synergistic benefits which could accrue as a result of a potential transaction. It was agreed that certain of such companies should not be contacted due to concerns related to the status of ongoing business relationships, confidentiality, and/or competitive reasons. The remainder of the companies on such list were contacted by Allen & Company LLC. Such contacts resulted in three companies expressing a sufficient level of interest to execute non-disclosure agreements, meet with Traffic.com management and review non-public information. After preliminary discussions with each of these companies, it was agreed between Traffic.com’s board of directors and Allen & Company LLC that no party had expressed sufficiently serious interest to warrant further discussions regarding a potential transaction.

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On June 15, 2006, Mr. Josephson called Mr. Power to discuss whether NAVTEQ, based upon its due diligence and analysis of Traffic.com, was interested in continuing discussions with Traffic.com and, if NAVTEQ was interested, Traffic.com requested that NAVTEQ provide a written preliminary indication of purchase price as soon as possible. Mr. Power responded that NAVTEQ was continuing its analysis and was not yet in a position to provide an indication of purchase price.

At a meeting of Traffic.com’s board of directors on June 27, 2006, Traffic.com’s management provided the board of directors with an update regarding its discussions with NAVTEQ.

On June 30, 2006, Messrs. Mullen and Power spoke with Messrs. Verratti and Josephson and verbally provided a preliminary purchase price indication of $7.50 to $8.50 per share of Traffic.com common stock, subject to the completion of additional due diligence and the approval of NAVTEQ’s board of directors, with the purchase price to be paid in shares of NAVTEQ common stock. Mr. Verratti indicated that he believed the Traffic.com board of directors would likely not be interested in continuing discussions at a price per share of $7.50, but would likely authorize continued negotiations at a price per share of $8.50 or above, and that he and Mr. Josephson would discuss NAVTEQ’s proposal with Traffic.com’s board of directors before providing a further response.

On July 10, 2006, Traffic.com’s board of directors met to evaluate and discuss NAVTEQ’s interest in acquiring Traffic.com, including the preliminary purchase price indication of a range of $7.50 to $8.50 per share and transaction consideration consisting entirely of NAVTEQ common stock.Following this meeting, on July 11, 2006, Messrs. Verratti and Josephson informed Messrs. Power and Ratigan that Traffic.com’s board of directors believed they could support a transaction providing consideration in the range of $8.00 to $9.00 per share of Traffic.com common stock, suggested the parties discuss a cash component to the offer and authorized management to continue discussions with NAVTEQ and allow further due diligence to proceed.

Representatives of NAVTEQ and Merrill Lynch engaged in additional due diligence during the remainder of July and until the end of the first week of August 2006. On July 18 and 19, 2006 representatives of NAVTEQ and Merrill Lynch visited Traffic.com’s headquarters to conduct due diligence, including holding meetings with Traffic.com personnel to discuss possible synergies that could be realized from a combination of Traffic.com and NAVTEQ. In addition to these in-person meetings, Traffic.com continued to provide NAVTEQ and its advisors with financial and operating information in response to NAVTEQ’s due diligence requests.

On July 31, 2006, Mr. Josephson informed Mr. Power of Traffic.com’s request that NAVTEQ provide a definitive acquisition price proposal in advance of Traffic.com’s board of directors meeting scheduled for August 8, 2006. In response to the request, on August 6, 2006, Messrs. Mullen and Power informed Messrs. Verratti and Josephson of a revised indication of interest providing for a purchase price of $7.50 per share of Traffic.com common stock, with 75% of the purchase price to be paid in shares of NAVTEQ common stock and 25% to be paid in cash. They stated that this indication of interest was subject to the satisfactory completion of additional due diligence and approval of NAVTEQ’s board of directors.

Traffic.com’s board of directors met on August 8, 2006 to discuss NAVTEQ’s revised indication of interest. Messrs. Green, Mullen and Power of NAVTEQ also attended part of the board meeting, at the invitation of Traffic.com’s board of directors, to make a presentation regarding NAVTEQ and the revised indication of interest. At this meeting, Traffic.com’s board of directors also authorized the formation of a special committee of the board of directors, consisting of non-management directors, to evaluate proposals to acquire Traffic.com.

The Traffic.com special committee and the full board of directors each held meetings on August 11, 2006 and discussed plans for responding to NAVTEQ’s August 6, 2006 revised indication of interest. The board of directors determined to respond to NAVTEQ with a counterproposal providing for merger consideration of $8.625 per share of Traffic.com common stock and a “collar”

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mechanism to provide Traffic.com stockholders with protection against potential fluctuations in NAVTEQ’s stock price. In addition, the counterproposal contemplated a consideration mix that would include both NAVTEQ common stock and cash, but cash in a smaller amount than proposed by NAVTEQ. On August 14, 2006 Messrs. Josephson and Plum, Chairman of the special committee, on behalf of the special committee and the full board of directors, informed Messrs. Power and Ratigan of the counterproposal.

On August 16, 2006, Messrs. Power and Ratigan participated in a conference call with Messrs. Josephson and Plum to discuss NAVTEQ’s response to the counterproposal made in their August 14, 2006 call. In that call, Mr. Power indicated that Traffic.com’s counterproposal price of $8.625 per share was outside of the range of NAVTEQ’s interest and that NAVTEQ would not consider a collar. Mr. Josephson asked NAVTEQ to respond with its final, best price offer for different cash and stock consideration mixes and collar scenarios.

Traffic.com’s special committee met on August 17, 2006 to discuss NAVTEQ’s counterproposal response. Following the meeting, Mr. Josephson called Mr. Ratigan and indicated that he believed the special committee would support a transaction with a purchase price of $8.00 per share of Traffic.com common stock, and mixed consideration in the ratio of 75% NAVTEQ common stock and 25% cash. Subsequently, on August 22, 2006, Messrs. Power and Ratigan informed Mr. Josephson that NAVTEQ was continuing to evaluate the transaction and would resume negotiations after Labor Day.

On September 14, 2006, Messrs. Power and Ratigan called Messrs. Plum and Josephson, and Mr. Power conveyed NAVTEQ’s “best and final” proposal, consisting of a purchase price of $7.50 per share of Traffic.com common stock to be payable in NAVTEQ common stock for 75% of Traffic.com’s shares and $8.00 per share of Traffic.com common stock payable in cash for the remaining 25% of Traffic.com shares. In addition, the exact exchange ratio would be determined by NAVTEQ and Traffic.com immediately prior to signing the definitive merger agreement and be fixed at signing of the agreement, and NAVTEQ’s proposal assumed that NAVTEQ’s trading price would be in the range of $25.00 to $30.00 and there would likely be changes to the proposal if NAVTEQ’s stock price was above $30.00. Mr. Power also indicated that NAVTEQ’s proposal did not include any “collar” mechanism, and was subject to NAVTEQ’s satisfactory completion of due diligence and approval of its board of directors.

At a meeting of the Traffic.com board of directors on September 15, 2006, Messrs. Josephson and Plum conveyed NAVTEQ’s revised proposal.

The Traffic.com special committee met on September 16, 2006 to discuss NAVTEQ’s revised proposal. The special committee concluded that Traffic.com should continue discussions with NAVTEQ and move forward with drafting definitive transaction documents, subject to due diligence to be performed by Traffic.com on NAVTEQ, as NAVTEQ common stock would be a significant portion of the merger consideration if the transaction proceeded. Following this meeting at the direction of the committees, Mr. Plum retained Morris, Nichols, Arsht & Tunnell LLP to act as counsel to the special committee.

On September 20, 2006, Messrs. Josephson and Plum, on behalf of the special committee called Messrs. Power and Ratigan and indicated that NAVTEQ’s September 14, 2006 proposal was acceptable and expressed Traffic.com’s desire to negotiate and sign the transaction documents as soon as possible.

On September 21, 2006, representatives of NAVTEQ began additional due diligence at Traffic.com’s executive offices. Additionally, Traffic.com began delivering confirmatory due diligence materials to NAVTEQ. Concurrently, Traffic.com personnel prepared financial and legal due diligence requests to be delivered to NAVTEQ in order to commence its due diligence regarding NAVTEQ.

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On September 22, 2006, Messrs. Power and Ratigan telephoned Mr. DeNino, as the representative of TL Ventures to discuss TL Ventures’ support of the transaction and NAVTEQ’s requests for a voting agreement from TL Ventures in favor of the transaction and a six month lock-up period with respect to the shares of NAVTEQ common stock to be received by TL Ventures as part of the transaction consideration.

Traffic.com’s special committee met on September 24, 2006 to discuss progress in discussions and due diligence occurring, as well as to discuss the hiring of independent outside legal counsel for the special committee.

Traffic.com’s special committee met on September 26, 2006 to discuss progress in due diligence occurring and to discuss the hiring of an independent financial advisor for the special committee.

On September 27, 2006, Traffic.com received the first draft of the merger agreement from NAVTEQ’s counsel, Pepper Hamilton LLP. The merger agreement and the related transaction documents were negotiated by the parties and counsel (including counsel to the special committee) throughout the period prior to the signing of the merger agreement on November 5, 2006.

On September 28, 2006, NAVTEQ’s board of directors held a special meeting at which the proposed merger and the status of the negotiations were discussed by the directors with members of NAVTEQ’s management.

On October 2, 2006, the special committee of Traffic.com’s board of directors met to discuss the status of negotiations concerning the merger agreement as well as to discuss the final terms of engagement with its financial advisor. Following the meeting, the special committee retained Susquehanna Financial Group, LLLP to act as the special committee’s financial advisor in connection with the intended transaction.

Traffic.com’s board of directors met October 5, 2006 to discuss various issues regarding the terms of the draft merger agreement.

On October 6, 2006, members of Traffic.com’s management, members of Traffic.com’s board of directors (including a member of the special committee), representatives of Allen & Company LLC, representatives of Susquehanna Financial Group, LLLP and a representative of Ernst & Young LLP, Traffic.com’s independent registered public accounting firm, met with NAVTEQ personnel at NAVTEQ’s offices in Chicago for a NAVTEQ management presentation and to review other matters as part of Traffic.com’s due diligence regarding NAVTEQ.

On October 10, 2006, NAVTEQ’s board of directors held a regularly scheduled meeting at which the proposed merger and the status of the negotiations were discussed by the directors with members of NAVTEQ’s management and its financial advisor, Merrill Lynch.

Traffic.com’s special committee met on October 12, 2006 principally to discuss the outcome of the October 6, 2006 due diligence session.

On October 13, 2006, Traffic.com’s board met to discuss the NAVTEQ diligence meeting in Chicago, review the status of the transaction, and to preview Traffic.com’s third quarter financial results.

On October 16 and October 17, 2006, representatives of NAVTEQ and NAVTEQ’s outside legal counsel, Pepper Hamilton LLP held discussions with representatives of Traffic.com and Traffic.com’s outside legal counsel, Klehr, Harrison, Harvey, Branzburg & Ellers, LLP and the special committee’s outside legal counsel, Morris, Nichols, Arsht and Tunnell LLP, regarding the terms and conditions in the draft merger agreement and related documents.

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Traffic.com’s special committee met on October 23, 2006 to discuss the status of negotiations with respect to the proposed transaction.

On October 24, 2006, representatives of NAVTEQ and NAVTEQ’s outside legal counsel, Pepper Hamilton LLP had further discussions with representatives of Traffic.com and Traffic.com’s outside legal counsel, Klehr, Harrison, Harvey, Branzburg & Ellers LLP and the special committee’s outside legal counsel, Morris, Nichols, Arsht and Tunnell LLP, regarding the terms and conditions in the draft merger agreement and related documents.

On October 25, 2006, NAVTEQ issued a press release announcing its third quarter results of operations.

On October 26, 2006, Mr. Power spoke with Gary Anderson, a representative of TL Ventures, regarding the proposed transaction terms.

Traffic.com’s special committee met on October 27, 2006 to disuss a preliminary draft of the fairness opinion which Susquehanna Financial Group, LLLP was preparing for the special committee.

On October 27, 2006, Mr. Power and Mr. Josephson discussed the exchange ratio to be used in calculating the stock portion of the merger consideration. Mr. Josephson indicated that Traffic.com believed that the ratio should be 0.25, so that each share of Traffic.com common stock would be converted into the right to receive 0.25 shares of NAVTEQ common stock or $8.00 in cash, subject to the 75% stock/25% cash total consideration split. Mr. Power noted that the parties’ earlier discussions regarding the exchange ratio were based on an assumed trading price of NAVTEQ common stock between $25.00 and $30.00, and that the current trading market for NAVTEQ’s common stock was above $30.00; therefore, a ratio of 0.25 was not acceptable to NAVTEQ. Mr. Josephson then proposed a ratio of 0.24 and Mr. Power indicated that he would discuss the matter internally with NAVTEQ management and respond.

On November 1 and November 2, 2006, representatives of NAVTEQ and NAVTEQ’s outside legal counsel, Pepper Hamilton LLP had discussions with representatives of Traffic.com and Traffic.com’s outside legal counsel, Klehr, Harrison, Harvey, Branzburg & Ellers LLP, regarding a number of the terms and conditions in the draft merger agreement and related documents.

On November 2, 2006, Mr. Power called Mr. Josephson to inform him that NAVTEQ was proposing an exchange ratio of 0.235.

Traffic.com’s special committee met on November 2, 2006 to discuss the most recent pricing and other negotiations with NAVTEQ as well as to further discuss with Susquehanna Financial Group, LLLP its intended fairness opinion analysis.

On November 3, 2006, NAVTEQ’s board of directors met to discuss and consider the merger agreement and proposed merger. Members of NAVTEQ’s management, including Messrs. Mullen and Power, provided the board of directors with a summary of the discussions and negotiations with Traffic.com, a review of the merger agreement, a review and update regarding due diligence regarding Traffic.com and information regarding the negotiated exchange ratio and recent trading prices of Traffic.com’s and NAVTEQ’s stock. Following these discussions, NAVTEQ’s board of directors voted to approve the merger agreement and the transactions contemplated thereby.

On November 5, 2006, Traffic.com’s special committee met to discuss the merger agreement and receive the fairness opinion analysis from Susquehanna Financial Group, LLLP. Following the presentation by Susquehannna Financial Group, LLLP, the special committee unanimously approved resolutions approving the merger with NAVTEQ.

On November 5, 2006, Traffic.com’s board of directors met to approve the transaction. Members of Traffic.com’s management, including Messrs. Verratti, Maunder and Sisko, representatives of Allen & Company LLC and representatives of Klehr, Harrison, Harvey, Branzburg & Ellers LLP provided the

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board of directors with a summary of discussions and negotiations with NAVTEQ, a review and update of due diligence, a review of the fairness of the transaction from a financial point of view and a review of the merger agreement. After discussion and deliberation, Traffic.com’s board of directors voted unanimously to approve the merger agreement and the transactions contemplated thereby.

Following the meetings of the board of directors of NAVTEQ and Traffic.com and the meeting of the special committee of Traffic.com’s board, the parties executed the merger agreement on November 5, 2006. The execution of the merger agreement and the proposed merger was announced in a press release by NAVTEQ prior to the opening of trading on November 6, 2006.

Traffic.com’s Reasons for the Merger; Recommendation of the Merger by the Board of Directors

Traffic.com’s board of directors believes that the merger agreement and the transactions contemplated thereby, including the merger, are advisable and in the best interests of Traffic.com and its stockholders. Accordingly, the board of directors has approved the merger agreement and the transactions contemplated thereby, and recommends that the Traffic.com stockholders vote FOR adoption of the merger agreement and approval of the merger.

As described above under “Background of the Merger,” during their analysis and deliberations leading up to their decision to approve the merger agreement and the transactions contemplated thereby, Traffic.com’s special committee and board of directors consulted with Traffic.com’s senior executive officers and their financial and legal advisors and considered a variety of factors weighing positively in favor of the merger, including the following:

·  the strategic fit between Traffic.com’s and NAVTEQ’s capabilities, intellectual property, business lines and customer bases;

·  the value to be received by holders of Traffic.com common stock in the merger, including the fact that, based on the closing price of Traffic.com’s common stock and NAVTEQ’s common stock on November 3, 2006 (the last trading day before the signing of the merger agreement), the blended value of the merger consideration on a per share basis represented a premium of approximately 20.2% over the closing price of Traffic.com’s common stock on November 3, 2006 and 34.1% over the average closing price of Traffic.com’s common stock for the thirty trading days ended November 3, 2006;

·  the benefits inherent in pursuing Traffic.com’s business objectives in the context of a larger, more well-funded enterprise, rather than on a stand-alone basis;

·  the opportunity for the Traffic.com stockholders to benefit from any increase in the trading price of NAVTEQ common stock between the announcement of the merger and the completion of the merger (because of the fixed exchange ratio being utilized to calculate the stock portion of the merger consideration), as well as any increase in the trading price of NAVTEQ common stock after completion of the merger;

·  the fact that the choice of cash or stock in the merger consideration affords Traffic.com stockholders the opportunity to participate in the growth and opportunities of the combined company through the stock component of the merger consideration or to receive cash for their shares through the cash component of the merger consideration;

·  the risks inherent in operating as a stand-alone enterprise with a limited number of business lines, including, but not limited to, cash requirements, competitive pressures, and the challenges facing the traditional broadcast media advertising industry;

·  the possible acceleration of Traffic.com’s interactive advertising initiatives as a result of the coordination of efforts between the respective technologies of Traffic.com and NAVTEQ, the combined sales forces and the leveraging of customer relationships;

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·  the expected qualification of the merger as a transaction described in Section 368(a) of the Internal Revenue Code, resulting in the majority of the consideration to be received by the Traffic.com stockholders not being subject to federal income tax, as described in the section entitled “Material United States Federal Income Tax Consequences of the Merger” beginning on page 85 of this proxy statement/prospectus;

·  the fact that the contractual conditions to the completion of the merger, such as the receipt of stockholder approval and antitrust clearance, are expected to be fulfilled and the corresponding likelihood that the merger will be consummated;

·  the enhanced ability of Traffic.com to attract superior personnel as part of a larger, well-established enterprise;

·  the fact that certain TL Ventures entities, holders of approximately 33.6% of the outstanding shares of Traffic.com common stock, as well as Messrs. Verratti, Jannetta and Rothey, each significant holders of Traffic.com common stock, have agreed to support the merger by voting in favor of the adoption of the merger agreement and approval of the merger at the special meeting;

·  Allen & Company LLC’s financial opinion described in the section entitled “Opinion of Allen & Company LLC to the Traffic.com Board of Directors” beginning on page 60 of this proxy statement/prospectus, including its analysis rendered orally on and confirmed in writing as of November 5, 2006, to the effect that, as of the date of such opinion, and based on and subject to various assumptions made, matters considered, limitations and qualifications described in its written opinion, the consideration proposed to be received by holders of Traffic.com common stock in the merger was fair from a financial point of view to Traffic.com’s non-affiliated stockholders;

·  Susquehanna Financial Group, LLLP’s opinion described in the section entitled “Opinion of Susquehanna Financial Group, LLLP to the Special Committee of Traffic.com’s Board of Directors” beginning on page 72 of this proxy statement/prospectus, to the effect that, as of the date of such opinion, and based on and subject to various assumptions made, matters considered, limitations and qualifications described in its written opinion, the consideration proposed to be received by holders of Traffic.com common stock (other than the stockholders enumerated in the opinion and any stockholders who demand and perfect appraisal rights) in the merger was fair, from a financial point of view, to Traffic.com's non-affiliated stockholders; and

·  the fact that the terms of the merger agreement allows for the consideration by the Traffic.com board of directors of a subsequent offer to acquire Traffic.com in certain circumstances.

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In addition to the above factors, Traffic.com’s special committee and board of directors also considered the potential adverse impact of other factors weighing negatively against the merger, including the following:

·       the risk that the merger might not be completed, and the potential negative effects of such an event on the trading price of Traffic.com’s common stock; Traffic.com’s operating results, including the expenses associated with the transaction; Traffic.com’s ability to attract and retain key personnel; and Traffic.com’s ability to retain customers and maintain sales;

·       the chance that the Traffic.com stockholders would be adversely affected by any decrease in the trading price of NAVTEQ common stock after the execution of the merger agreement (because of the fixed exchange ratio being utilized to calculate the stock portion of the merger consideration), whether due to the announcement of the merger or otherwise;

·       based on the number of shares of NAVTEQ common stock issued and outstanding on November 5, 2006, and assuming that Traffic.com stockholders elect to receive 4.3 million shares of NAVTEQ common stock, the maximum total stock consideration payable to Traffic.com stockholders, Traffic.com stockholders will hold approximately 4.4% of the issued and outstanding NAVTEQ common stock immediately after the merger;

·       the possible effects on the long-term stock price and financial results of NAVTEQ if the benefits and synergies expected of the merger are not obtained on a timely basis or at all;

·       the limitations imposed in the merger agreement on the solicitation by Traffic.com of alternative business combinations;

·       the requirement that Traffic.com must pay to NAVTEQ a termination fee of $6.25 million if the merger agreement is terminated under certain circumstances specified in the merger agreement, as described in the section entitled “The Merger Agreement-Termination; Termination Fee and Expenses” beginning on page 115 of this proxy statement/prospectus;

·       the challenges of combining the businesses, operations and workforces of Traffic.com and NAVTEQ and realizing the anticipated cost savings and operating synergies; and

·       the risks described in the section entitled “Risk Factors” beginning on page 26 of this proxy statement/prospectus.

Traffic.com’s special committee and board of directors also considered the interests that certain executive officers and directors of Traffic.com have with respect to the merger, as described in the section entitled “Interests of Traffic.com’s Directors and Executive Officers in the Merger” on page 83 of this proxy statement/prospectus.

The special committee and board of directors concluded that the positive factors significantly outweighed the negative factors described above. This discussion of the information and factors considered by the special committee and board of directors includes material positive and negative factors considered by the special committee and board of directors, but it is not intended to be exhaustive and may not include all of the factors considered by the special committee and board of directors. In reaching their determination to approve and recommend the merger agreement and the transactions contemplated thereby, the special committee and board of directors did not find it useful to and did not quantify or assign any relative or specific weights to the various factors that they considered in reaching their determination that the merger agreement and the transactions contemplated thereby, are advisable and fair to and in the best interests of Traffic.com and its stockholders. Rather, the special committee and board of directors viewed their position and recommendation as being based on an overall analysis and on the totality of the information presented to and factors considered by them. In addition, in considering the factors described above,

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individual members of the special committee and board of directors may have given different weights to different factors.

After considering this information, the special committee approved the merger agreement and the board of directors approved the merger agreement and the transactions contemplated thereby, and the board of directors recommends that Traffic.com stockholders adopt the merger agreement and the transactions contemplated thereby, including the merger.

Opinion of Allen & Company LLC to the Traffic.com Board of Directors

Pursuant to an engagement letter dated March 22, 2006, Traffic.com retained Allen & Company LLC (“Allen”) to act as its exclusive financial advisor in connection with any potential business combination transaction involving Traffic.com, including a possible sale of Traffic.com. In selecting Allen, Traffic.com’s board of directors considered that Allen is an internationally recognized investment banking firm with substantial experience providing strategic advisory services. Allen, as part of its investment banking business, is regularly engaged in the evaluation of businesses and their equity securities in connection with mergers and acquisitions, underwritings, private placements and other securities offerings, senior credit financings, valuations, and general corporate advisory services. John Josephson, a member of Traffic.com’s board of directors, is a managing director of Allen & Company.

At the November 5, 2006 meeting of Traffic.com’s board of directors, Allen delivered its opinion that, as of November 5, 2006, and based upon and subject to the assumptions, qualifications and limitations set forth in the written opinion, the per share cash consideration and the per share stock consideration to be paid in connection with the merger with NAVTEQ were fair from a financial point of view to the non-affiliate holders of Traffic.com common stock (other than the stockholders enumerated in its opinion).

The full text of Allen’s written opinion is attached as Annex C-1 to this proxy statement/prospectus and you should read the opinion carefully and in its entirety. The opinion sets forth the assumptions made, the matters considered and qualifications and limitations of the review undertaken by Allen. Allen’s opinion is subject to the assumptions and conditions contained therein and is necessarily based on economic, market and other conditions and the information made available to Allen as of the date of the Allen opinion, and Allen assumes no responsibility for updating or revising its opinion based on circumstances or events occurring after the date of its opinion.

In reading the discussion of the fairness opinion set forth below, you should be aware that Allen’s opinion:

·       was provided for the information and assistance of Traffic.com’s board of directors in connection with its consideration of the merger with NAVTEQ;

·       did not constitute a recommendation to the board of directors of Traffic.com or to any holder of Traffic.com common stock as to how to vote in connection with the merger; and

·       did not address Traffic.com’s underlying business decision to pursue the merger, the relative merits of the merger as compared to any alternative business strategies that might exist for Traffic.com or the effects of any other transaction in which Traffic.com might engage.

In arriving at its opinion, Allen has among other things:

·       reviewed and analyzed the terms and conditions of the merger agreement and related documents (none of which prior to the delivery of the opinion had been executed by the parties);

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·       analyzed the consideration being offered for Traffic.com’s outstanding shares pursuant to the terms of the Merger Agreement;

·       reviewed trends in the syndicated content, traditional advertising media, online content, automotive/road data service, image database and spatial software industries;

·       reviewed and analyzed the business prospects and financial condition of Traffic.com and NAVTEQ;

·       reviewed the historical business information and financial results of Traffic.com and NAVTEQ;

·       reviewed non-public business information and financial information of Traffic.com and NAVTEQ provided by the managements of Traffic.com and NAVTEQ;

·       reviewed the budgets and updated forecasts for fiscal year 2006 prepared by the managements of Traffic.com and NAVTEQ;

·       reviewed projected results for fiscal years 2007-2009 prepared by the management of Traffic.com;

·       reviewed projected results for fiscal year 2007 prepared by the management of NAVTEQ;

·       reviewed information obtained from meetings with senior managements of Traffic.com and NAVTEQ;

·       reviewed and analyzed the daily trading statistics of, and the Wall Street research expectations for, the common stock of Traffic.com and NAVTEQ;

·       reviewed and analyzed public financial information of publicly traded comparable companies in the syndicated content, traditional advertising media, online content, automotive/road data service, image database and spatial software industries;

·       reviewed and analyzed public financial information of transactions involving comparable companies in the syndicated content, traditional advertising supported media, online content and automotive/road data service industries;

·       analyzed premiums paid in comparably sized (i) cash, (ii) stock and (iii) cash and stock transactions during the past four years;

·       analyzed the implied value of Traffic.com based on (i) the multiples of publicly traded comparable companies, (ii) the premiums paid in comparably sized cash and stock transactions, (iii) the transaction multiples of comparable company merger and acquisition transactions and (iv) discounted cash flow analyses; and

·       conducted such other financial analyses and investigations as deemed necessary or appropriate for the purposes of the opinion expressed.

The opinion also reflects Allen’s familiarity, developed in the course of serving as financial advisor to Traffic.com over the previous three years, with Traffic.com’s business and prospects, as well as with prevailing trends in the marketplace in which Traffic.com competes.

Allen relied upon and assumed, without independent verification, the accuracy and completeness of the financial and other information provided to it by Traffic.com and NAVTEQ or obtained by it from public sources, including, without limitation, the Traffic.com and NAVTEQ financial projections. With respect to the projections, Allen relied on representations that they were reasonably prepared on bases reflecting the best currently available estimates and judgments of the senior managements of Traffic.com and NAVTEQ as to the expected future performance of their respective companies. Allen did not assume any responsibility for the independent verification of any such

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information, including, without limitation, the projections, and Allen further relied upon the assurances of the senior managements of each company that they were unaware of any facts that would make the information and projections incomplete or misleading.

In arriving at its opinion, Allen did not perform or obtain any independent appraisal of the assets or liabilities (contingent or otherwise) of Traffic.com, nor was Allen furnished with any such appraisals. Allen assumed that the merger would be consummated in a timely manner and in accordance with the terms of the Merger Agreement without any limitations, restrictions, conditions, amendments or modifications, regulatory or otherwise, that collectively would have a material effect on Traffic.com.

Allen did not express any opinion as to the price or range of prices at which Traffic.com’s common stock would trade subsequent to the announcement of the merger.

The following is a brief summary of the material financial analyses performed by Allen and presented to Traffic.com’s Board of Directors in connection with rendering its fairness opinion. The following summary, however, does not purport to be a complete description of the financial analyses performed by Allen, and the order of analyses described does not represent the relative importance or weight given to the analyses performed by Allen.

Some of the financial analyses detailed below include summary data and information presented in tabular format. Considering the summary data and tables alone could create a misleading or incomplete view of Allen’s financial analyses. In order to understand fully the financial analyses, the summary data and tables must be read together with the full text of the analyses and the transaction history.

Summary of Consideration

Allen reviewed the financial terms and conditions of the merger agreement (dated November 5, 2006) and analyzed the consideration being offered for Traffic.com’s common stock. As described in the merger agreement, each issued and outstanding share of Traffic.com common stock will be converted into the right to receive, at the election of the holder thereof and subject to pro ration:

(i)                     0.235 shares of NAVTEQ common stock (the fixed exchange ratio) (approximately $7.56 based on NAVTEQ’s closing price as of November 3, 2006); or

(ii)                  cash in the amount of $8.00, without interest.

The merger agreement also provides that the aggregate cash consideration will not exceed $49 million (less the cash value of dissenting shares) and the aggregate number of NAVTEQ shares issued will not exceed 4.3 million shares (less the shares of NAVTEQ common stock issued to holders of warrants to purchase Traffic.com stock that are exchanged for NAVTEQ common stock).

In addition, as more fully discussed in the section entitled “The Merger Agreement — Treatment of Securities” on page 92 of this proxy statement/prospectus, NAVTEQ will assume, subject to formulaic adjustment, each Traffic.com option that is (i) not yet vested and exercisable by its terms, regardless of the exercise price, (ii) vested and has a per share exercise price greater than the market price per share of Traffic.com common stock on the day immediately prior to the closing of the merger, or (iii) issued under the 1999 Non-Employee Option Plan, vested, currently exercisable which has a per share exercise price that is less than or equal to the market price per share of Traffic.com common stock on the day immediately prior to the closing of the merger and which has not been exercised prior to the effective date of the merger. All other options will be cancelled (if not exercised). Additionally, Traffic.com will obtain agreements from certain Traffic.com warrant holders providing for the exercise of warrants, the exchange of warrants for shares of

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NAVTEQ common stock or the conversion of warrants into new warrants for NAVTEQ common stock.

Based on the closing price of NAVTEQ’s common stock as of November 3, 2006, the proposed transaction implied an equity value of Traffic.com of approximately $179 million.

Selected Market and Trading Information Concerning Traffic.com

Allen reviewed selected market information concerning Traffic.com’s common stock. Among other things, Allen observed the following with respect to the closing prices of Traffic.com’s common stock:

Closing Price as of November 3, 2006

 

$

6.15

 

1-Week Before November 3, 2006

 

$

5.00

 

1-Month Before November 3, 2006

 

$

5.08

 

52-Week High (Intraday)

 

$

13.30

 

30-Day Average (as of November 3, 2006)

 

$

5.02

 

90-Day Average (as of November 3, 2006)

 

$

4.79

 

 

Allen also analyzed additional stock price and volume performance data for Traffic.com’s common stock since the completion of its initial public offering on January 24, 2006. Allen then compared Traffic.com’s share price performance since its initial public offering to the relative performance of various indices, including market indices and indices comprised of companies that Allen deemed generally comparable to Traffic.com’s business segments. The indices that Allen used for the purposes of this comparison were: