Partnership will Accelerate Global Expansion
of Virtual Vehicle
Trimble to Become a Shareholder in Platform
Science's Expanded Business
WESTMINSTER, Colo. and SAN DIEGO, Sept. 15,
2024 /PRNewswire/ -- Trimble (NASDAQ: TRMB) and
Platform Science announced today they are partnering to transform
the transportation industry through a definitive agreement for
Platform Science to acquire Trimble's global transportation
telematics business units. As part of this agreement, Trimble will
become a shareholder in Platform Science's expanded business.
The proposed transaction aims to enhance driver experience,
fleet safety, efficiency, and compliance by combining two
cutting-edge in-cab commercial vehicle ecosystems, which will give
customers access to more applications and offerings. Upon closing
of the proposed transaction, Trimble's global transportation
telematics customers will continue to enjoy the benefits of their
Trimble solutions, with the added flexibility of the Virtual
Vehicle platform from Platform Science. Virtual Vehicle-enabled
fleets will receive access to the Virtual Vehicle Marketplace,
offering hundreds of new and expanded applications, software and
solution providers focused on innovating and improving drivers'
quality of life and fleet performance. Platform Science customers
will enjoy the added choice of Trimble's remaining portfolio of
transportation solutions which will be available on the Virtual
Vehicle platform.
"We believe combining our global transportation telematics
portfolio with Platform Science's will further advance fleet
mobility and provide our customers with a broader portfolio of
solutions to solve industry problems," said Rob Painter, president and CEO of Trimble.
"Increased collaboration between the new Platform Science business
and Trimble's remaining transportation businesses will enhance our
ability to provide positive outcomes for our global customers of
commercial mapping, transportation management, freight procurement
and visibility solutions. This deal will result in significant
synergies along with tremendous opportunities for employees to
continue to grow in a more-competitive business."
"This partnership marks the inflection point for a true platform
approach to transportation technology. Now, powered by OEM-native
software services, we will deliver unprecedented choice," said
Jack Kennedy, co-founder and CEO of
Platform Science. "We are confident choice will expand
exponentially as existing providers and new developers now see the
opportunity to reach vehicles everywhere with high quality OEM data
delivered in a consistent, reliable way. This finally empowers
developers to easily address the endemic inefficiencies that have
plagued transportation across vehicles globally."
Transaction Details
Upon the closing of the proposed transaction, Trimble will have
a 32.5 percent stake in the newly expanded global Platform Science
business and will receive a Platform Science board seat. Trimble
joins C.R. England, Cummins,
Daimler Truck, PACCAR, Prologis, RyderVentures, and Schneider as a
key strategic investor in Platform Science along with financial
investors 8VC, Activant Capital, BDT & MSD Partners, Softbank,
and NewRoad Capital Partners.
Trimble's global telematics business units are reported within
Trimble's Transportation & Logistics reporting segment. On a
trailing twelve-month basis, the businesses generated approximately
$300 million of revenue and
approximately $30 million of
operating profit. Annualized recurring revenue (ARR) for the
businesses was approximately $200
million in the second quarter of 2024. The divestiture is
expected to be accretive to Trimble's organic revenue growth rate,
organic ARR growth rate, gross margin and operating profit margin.
For definitions of ARR and organic ARR, please see below under
"Certain Performance Measures".
Trimble's other core transportation business units — Enterprise,
Maps, Vusion and Transporeon — are not included in the proposed
transaction and will remain part of Trimble's Transportation &
Logistics segment, with a continued focus on priority growth areas
following completion of the proposed transaction.
Trimble's ownership in Platform Science is expected to be
accounted for under the cost method of accounting.
Additional slide materials are available at
investor.trimble.com/events-and-presentations.
Timing and Approvals
The proposed transaction is expected to close in the first half
of 2025, subject to customary closing conditions and regulatory
approvals and any delayed closings that may be required in
certain foreign jurisdictions.
Certain Performance Measures
Annualized Recurring Revenue: Trimble provides an
ARR performance measure in order to provide investors with a
supplementary indicator of the value of the Company's current
recurring revenue contracts. ARR represents the estimated
annualized value of recurring revenue. ARR is calculated by taking
our subscription and maintenance and support for the current
quarter and adding the portion of the contract value of all our
term licenses attributable to the current quarter, then dividing
that sum by the number of days in the quarter and then multiplying
that quotient by 365. ARR should be viewed independently of revenue
and deferred revenue as it is a performance measure and is not
intended to be combined with or to replace either of those
items.
Organic Annualized Recurring Revenue: Organic
annualized recurring revenue refers to annualized recurring revenue
excluding the impacts of (i) foreign currency translation, and (ii)
acquisitions and divestitures that closed in the prior 12
months
Advisors
Centerview Partners LLC and Goldman, Sachs & Co. LLC are
acting as financial advisors to Trimble, and Skadden, Arps, Slate,
Meagher & Flom LLP is serving as legal counsel to Trimble.
J.P. Morgan Securities LLC is acting as exclusive financial
advisor to Platform Science and Gibson, Dunn & Crutcher LLP,
Fenwick & West LLP and Fish & Richardson LLP are acting as
legal advisors to Platform Science.
About Trimble
Trimble is transforming the ways people move, build and live.
Core technologies in positioning, modeling and data analytics
connect the digital and physical worlds to improve our customers'
productivity, quality, safety, transparency and sustainability. For
more information about Trimble (NASDAQ: TRMB), visit:
www.trimble.com.
About Platform Science
Platform Science is transforming transportation technology by
empowering enterprise fleets with a unified, user-friendly
technology platform. Platform Science makes it easy to develop,
deploy, and manage mobile devices and applications on commercial
vehicles, giving fleets an edge in efficiency, flexibility,
visibility, and productivity. The customizable platform delivers an
unlimited canvas to fleets and developers seeking to innovate and
create new solutions as customers' needs, businesses, and
industries evolve. Platform Science was named by Fast Company as
one of the World's Most Innovative Companies and has twice been
ranked #2 in the FreightTech 25 Awards by industry news leader
FreightWaves. For more information, please visit
www.platformscience.com.
Forward-Looking Statements
This news release contains forward-looking statements within the
meaning of Section 21E of the Securities Exchange Act of 1934, as
amended, which are made pursuant to the safe harbor provisions of
the Securities Litigation Reform Act of 1995, including, but not
limited to, statements regarding the proposed transaction and the
timing thereof, the value and benefits to Trimble of its equity
stake in Platform Science and the commercial agreements to be
entered into in connection therewith, and the development of
technology, delivery of services and the business performance of
each of Trimble and Platform Science following the transaction.
These forward-looking statements are subject to change, and actual
results may materially differ from those set forth in this news
release due to certain risks and uncertainties. Factors that could
cause or contribute to changes in such forward-looking statements
include, but are not limited to (i) the failure to realize the
anticipated benefits of the proposed transaction, (ii) that
the closing of the proposed transaction is subject to conditions
which may not be satisfied or may take longer to be satisfied than
expected, including the failure to obtain governmental or
regulatory approval that may be required for the proposed
transaction, or that, if such approval is obtained, the approval is
obtained subject to unexpected conditions, (iii) the occurrence of
any event, change or other circumstance that could give rise to the
termination of the definitive agreement relating to the proposed
transaction, (iv) the effect of the announcement, pendency or
completion of the proposed transaction on the ability of the
parties to retain customers and retain and hire key personnel and
maintain relationships with their counterparties, and on their
operating results and businesses generally, (v) matters related to
the proposed transaction diverting management's attention from
other ongoing business operations, (vi) unanticipated risks, costs
or difficulties in separating Trimble's global transportation
telematics business, (vii) that the benefits from the anticipated
commercial agreements with Platform Science will be dependent upon
its performance following the closing of the proposed transaction,
and (vii) the failure to realize the anticipated benefits of
Trimble's equity stake in Platform Science. The foregoing review of
important factors should not be construed as exhaustive and should
be read in conjunction with the other cautionary statements set
forth in reports filed with the SEC, including Trimble's current
reports on Form 8-K, quarterly reports on Form 10-Q and its annual
report on Form 10-K, such as statements regarding changes in
economic conditions and the impact of competition. Undue reliance
should not be placed on any forward-looking statement contained
herein. These statements reflect Trimble's position as of the date
of this news release. Trimble expressly disclaims any undertaking
to release publicly any updates or revisions to any statements to
reflect any change in Trimble's expectations or any change of
events, conditions, or circumstances on which any such statement is
based.
FTRMB
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SOURCE Trimble