Transaction to accelerate Verizon’s position
as a leading provider of fleet and mobile workforce management
solutions
Verizon Communications Inc. (NYSE, Nasdaq: VZ) and Fleetmatics
Group PLC (NYSE: FLTX) today announced they have entered into a
definitive agreement under which Verizon will acquire Fleetmatics,
a leading global provider of fleet and mobile workforce management
solutions, for $60.00 per share in cash – representing a value of
approximately $2.4 billion.
"Fleetmatics is a market leader in North America -- and
increasingly internationally -- and they've developed a wide-range
of compelling SaaS-based products and solutions for small- and
medium-sized businesses," said Andrés Irlando, CEO of Verizon
Telematics.
"The powerful combination of products and services, software
platforms, robust customer bases, domain expertise and experience,
and talented and passionate teams among Fleetmatics, the
recently-acquired Telogis, and Verizon Telematics will position the
combined companies to become a leading provider of fleet and mobile
workforce management solutions globally," Irlando added.
“Verizon and Fleetmatics share a vision that the SaaS-based
fleet management solution market is extraordinarily large, lightly
penetrated, global and fragmented which can best be attacked
together with a world class product offering and the largest
distribution channel in the industry,” said Jim Travers, Chairman
and CEO of Fleetmatics.
“Fleetmatics brings over 37,000 customers, approximately 737,000
subscribers, a broad portfolio of industry leading products, and a
team of 1,200 professionals focused on solving the critical
challenges of businesses that deploy mobile workforces. We are
excited to partner with Verizon in fulfilling the mission of
becoming the largest mobile workforce management company in the
world,” Travers added.
In June, Verizon Telematics also announced the acquisition of
Telogis, Inc., a global, cloud-based mobile enterprise management
software company based in Aliso Viejo, Calif. That transaction
closed on July 29.
With approximately 1,200 employees, Fleetmatics is headquartered
in Dublin, Ireland, with North American headquarters in Waltham,
Mass. The company’s Web-based solutions provide fleet operators
with visibility into vehicle location, fuel usage, speed and
mileage, and other insights into their mobile workforce, helping
them to reduce operating costs, as well as increase revenue.
Verizon Telematics, a subsidiary of Verizon Communications,
operates in more than 40 markets worldwide and offers comprehensive
wireless, software and hardware solutions to consumers,
enterprises, automakers and dealers to power connected-vehicle
products around the world.
The acquisition is subject to customary regulatory approvals and
closing conditions, including the approval of Fleetmatics’
shareholders and the sanction of the Irish scheme of arrangement by
which Verizon will acquire Fleetmatics by the Irish High Court, and
is expected to close in the fourth quarter of 2016.
PJT Partners and Wells Fargo Securities, LLC are acting as
financial advisors to Verizon. Cleary Gottlieb Steen &
Hamilton LLP, A&L Goodbody and Macfarlanes LLP are acting as
legal advisors to Verizon. Morgan Stanley is acting as financial
advisor to Fleetmatics. Goodwin Procter LLP and Maples and
Calder are acting as legal advisors to Fleetmatics.
Fleetmatics cancels previously scheduled quarterly conference
call
As a result of today’s announcement, Fleetmatics has cancelled
its earnings call previously scheduled for August 9, 2016 and has
withdrawn its most recent guidance with respect to 2016 as
previously issued on May 4, 2016.
About Verizon
Verizon Communications Inc. (NYSE, Nasdaq: VZ), headquartered in
New York City, has a diverse workforce of nearly 162,700 and
generated nearly $132 billion in 2015 revenues. Verizon operates
America’s most reliable wireless network, with 113.2 million retail
connections nationwide. The company also provides communications
and entertainment services over mobile broadband and the nation’s
premiere all-fiber network, and delivers integrated business
solutions to customers worldwide.
About Fleetmatics
Fleetmatics Group PLC (NYSE: FLTX) is a leading global provider
of mobile workforce solutions for service-based businesses of all
sizes delivered as software-as-a-service (SaaS). Our solutions
enable businesses to meet the challenges associated with managing
local fleets, and improve the productivity of their mobile
workforces, by extracting actionable business intelligence from
real-time and historical vehicle and driver behavioral data.
Fleetmatics group's intuitive, cost-effective Web-based solutions
provide fleet operators with visibility into vehicle location, fuel
usage, speed and mileage, and other insights into their mobile
workforce, enabling them to reduce operating and capital costs, as
well as increase revenue. An integrated, full-featured mobile
workforce management product provides additional efficiencies
related to job management by empowering the field worker and
speeding the job completion process – quote through payment. As of
March 31, 2016, Fleetmatics served approximately 37,000 customers
and approximately 737,000 subscribed vehicles throughout Australia,
Canada, France, Ireland, Mexico, the Netherlands, the United
Kingdom, the United States and Italy. To learn more about
Fleetmatics, visit www.fleetmatics.com.
General
This summary should be read in conjunction with the full text of
the Rule 2.5 announcement, being the formal transaction
announcement made by Verizon Communications Inc. (“Verizon”) and
Fleetmatics (“Fleetmatics”) earlier today. The Rule 2.5
announcement and this press release have been made available on
Verizon’s and Fleetmatics’ websites (www.verizon.com) and
(www.fleetmatics.com).
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH
JURISDICTION.
Verizon cautionary statement regarding forward-looking
statements
This communication contains forward-looking statements. These
statements are based on estimates and assumptions and are subject
to risks and uncertainties. Forward-looking statements include the
Verizon group’s and the combined group’s estimated or anticipated
future results, or other non-historical facts. Forward-looking
statements also include those preceded or followed by the words
“anticipates,” “believes,” “estimates,” “hopes” or similar
expressions. For those statements, Verizon claims the protection of
the safe harbor for forward-looking statements contained in the
Private Securities Litigation Reform Act of 1995. The following
important factors, along with those discussed in Verizon’s filings
with the Securities and Exchange Commission (“SEC”), could affect
future results and could cause those results to differ materially
from those expressed in the forward-looking statements: integration
of the Fleetmatics acquisition and benefits of the Fleetmatics
acquisition; the risk that the required regulatory approvals for
the proposed transaction are not obtained, are delayed or are
subject to conditions that are not anticipated; the anticipated
size of the markets and continued demand for Fleetmatics’ products;
adverse conditions in the U.S. and international economies; the
effects of competition in the markets in which Verizon or
Fleetmatics operate; material changes in technology or technology
substitution; disruption of Verizon or Fleetmatics’ key suppliers’
provisioning of products or services; changes in the regulatory
environment, including any increase in restrictions on Verizon’s
ability to operate its networks; breaches of network or information
technology security, natural disasters, terrorist attacks or acts
of war or significant litigation and any resulting financial impact
not covered by insurance; Verizon’s high level of indebtedness; an
adverse change in the ratings afforded Verizon’s debt securities by
nationally accredited ratings organizations or adverse conditions
in the credit markets affecting the cost, including interest rates,
and/or availability of further financing; material adverse changes
in labor matters, including labor negotiations, and any resulting
financial and/or operational impact; significant increases in
benefit plan costs or lower investment returns on plan assets;
changes in tax laws or treaties, or in their interpretation;
changes in accounting assumptions that regulatory agencies,
including the SEC, may require or that result from changes in the
accounting rules or their application, which could result in an
impact on earnings; the inability to implement Verizon’s or the
combined group’s business strategies; the inability to realize the
benefits of Verizon’s or the combined group’s strategic
acquisitions; those discussed in Fleetmatics’ Annual Report on Form
10-K for the year ended December 31, 2015 and Amendment No. 1
thereto under the heading “Risk Factors,” as updated from time to
time by Fleetmatics’ Quarterly Reports on Form 10-Q and other
documents of Fleetmatics on file with the SEC or in the proxy
statement on Schedule 14A that will be filed with the SEC by
Fleetmatics; and those discussed in Verizon’s Annual Report on Form
10-K for the year ended December 31, 2015 under the heading “Risk
Factors,” as updated from time to time by Verizon’s Quarterly
Reports on Form 10-Q and other documents of Verizon on file with
the SEC. There may be additional risks that neither Fleetmatics nor
Verizon presently know or that Fleetmatics and Verizon currently
believe are immaterial that could also cause actual results to
differ from those contained in the forward-looking statements. In
addition, forward-looking statements provide Fleetmatics’ and
Verizon’s expectations, plans or forecasts of future events and
views as of the date of this communication. Fleetmatics and Verizon
anticipate that subsequent events and developments will cause
Fleetmatics’ and Verizon’s assessments to change. However, while
Fleetmatics and Verizon may elect to update these forward-looking
statements at some point in the future, Fleetmatics and Verizon
specifically disclaim any obligation to do so. These
forward-looking statements should not be relied upon as
representing Fleetmatics’ and Verizon’s assessments as of any date
subsequent to the date of this communication.
Fleetmatics cautionary statement regarding forward-looking
statements
This communication contains forward-looking statements. These
statements are based on estimates and assumptions and are subject
to risks and uncertainties. Forward-looking statements include the
Fleetmatics group’s estimated or anticipated future results, or
other non-historical facts. Forward-looking statements also include
those preceded or followed by the words "will", "may", "could",
"would", "to be", "might", "believe", "anticipate", "expect",
"plan", "estimate", "forecast", "future", "positioned",
"potential", "intend", "continue", "remain", "scheduled",
"outlook", "set to", "subject to", "upcoming", "target" or similar
expressions. For those statements, Fleetmatics claims the
protection of the safe harbor for forward-looking statements
contained in the Private Securities Litigation Reform Act of 1995.
The following important factors, along with those discussed in
Fleetmatics’ filings with the SEC, could affect future results and
could cause those results to differ materially from those expressed
in the forward-looking statements: uncertainties as to the timing
of the Fleetmatics acquisition; uncertainties as to whether Verizon
will be able to consummate the acquisition; uncertainties as to
whether the scheme shareholders will provide the requisite
approvals for the acquisition on a timely basis or at all; the
possibility that competing offers will be made; the possibility
that certain conditions to the consummation of the acquisition will
not be satisfied, including without limitation obtaining the
requisite approval of the scheme of arrangement; the possibility
that Verizon will be unable to obtain regulatory approvals for the
Fleetmatics acquisition on a timely basis or at all; the
possibility that scheme shareholders will file lawsuits challenging
the acquisition, including actions seeking to rescind the scheme of
arrangement or enjoin the consummation of the acquisition; changes
in relevant tax and other laws or regulations; the diversion of
Fleetmatics management time and attention to issues relating to the
acquisition and integration; operating costs, customer loss and
business disruption (including, without limitation, difficulties in
maintaining relationships with employees, customers, clients or
suppliers) occurring prior to completion of the acquisition or if
the acquisition is not completed; the difficulty retaining certain
key employees of Fleetmatics as a result of the announcement of the
acquisition; the scope, timing and outcome of any ongoing legal
proceedings involving Verizon or Fleetmatics and the impact of any
such proceedings on the Fleetmatics acquisition or on the financial
condition, results of operations and/or cash flows of Fleetmatics;
the possibility that costs, fees, expenses or charges Fleetmatics
incurs in connection with the acquisition are greater than
expected; the possibility that the scheme of arrangement may be
terminated in circumstances that require Fleetmatics to reimburse
certain expenses to Verizon related to the acquisition; and changes
in the economic and financial conditions of the businesses of
Verizon or Fleetmatics; and those discussed in Fleetmatics’ Annual
Report on Form 10-K for the year ended December 31, 2015 and
Amendment No. 1 thereto under the heading “Risk Factors,” as
updated from time to time by Fleetmatics’ Quarterly Reports on Form
10-Q and other documents of Fleetmatics on file with the SEC or in
the proxy statement on Schedule 14A that will be filed with the SEC
by Fleetmatics. There may be additional risks that neither
Fleetmatics nor Verizon presently know or that Fleetmatics and
Verizon currently believe are immaterial that could also cause
actual results to differ from those contained in the
forward-looking statements. In addition, forward-looking statements
provide Fleetmatics’ and Verizon’s expectations, plans or forecasts
of future events and views as of the date of this communication.
Fleetmatics and Verizon anticipate that subsequent events and
developments will cause Fleetmatics’ and Verizon’s assessments to
change. However, while Fleetmatics and Verizon may elect to update
these forward-looking statements at some point in the future,
Fleetmatics and Verizon specifically disclaim any obligation to do
so. These forward-looking statements should not be relied upon as
representing Fleetmatics’ and Verizon’s assessments as of any date
subsequent to the date of this communication.
Important additional information to be filed with the
SEC
In connection with the acquisition, Fleetmatics will file with
the SEC and mail or otherwise provide to its shareholders a Proxy
Statement regarding the proposed transaction. INVESTORS AND
SHAREHOLDERS ARE URGED TO READ THE PROXY STATEMENT (INCLUDING THE
SCHEME DOCUMENT PROVIDED THEREIN IN CONNECTION WITH IRISH LAW
REQUIREMENTS (THE “SCHEME DOCUMENT”)) AND OTHER RELEVANT DOCUMENTS
FILED OR TO BE FILED WITH THE SEC CAREFULLY WHEN THEY BECOME
AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT
FLEETMATICS, THE ACQUISITION AND RELATED MATTERS. Investors and
security holders will be able to obtain free copies of the Proxy
Statement (including the Scheme Document) and other documents filed
by Fleetmatics with the SEC at www.sec.gov. In addition, investors
and shareholders will be able to obtain free copies of the Proxy
Statement (including the Scheme Document) and other documents filed
by Fleetmatics at ir.fleetmatics.com or by calling
781.577.4657.
Statements required by the Takeover Rules
The Verizon directors and Verizon Business International
Holdings B.V. (“Bidco”) directors accept responsibility for the
information contained in this communication other than that
relating to Fleetmatics, the Fleetmatics group and the Fleetmatics
directors and members of their immediate families, related trusts
and persons connected with them. To the best of the knowledge and
belief of the Verizon directors and the Bidco directors (who, in
each case, have taken all reasonable care to ensure that such is
the case), the information contained in this communication for
which they accept responsibility is in accordance with the facts
and does not omit anything likely to affect the import of such
information.
The Fleetmatics directors accept responsibility for the
information contained in this communication relating to
Fleetmatics, the Fleetmatics group and the Fleetmatics directors
and members of their immediate families, related trusts and persons
connected with them. To the best of the knowledge and belief of the
Fleetmatics directors (who have taken all reasonable care to ensure
such is the case), the information contained in this communication
for which they accept responsibility is in accordance with the
facts and does not omit anything likely to affect the import of
such information.
PJT, a U.S. registered broker-dealer regulated by FINRA and a
member of SPIC, is acting for Verizon and no-one else in connection
with the matters set out in this communication and will not be
responsible to anyone other than Verizon for providing advice in
relation to the matters in this communication. Neither PJT nor any
of its subsidiaries, branches or affiliates owes or accepts any
duty, liability or responsibility whatsoever (whether direct or
indirect, whether in contract, in tort, under statute or otherwise)
to any person who is not a client of PJT in connection with this
communication, any statement contained herein or otherwise.
Wells Fargo Securities, LLC is a U.S. registered broker-dealer
regulated by the SEC and FINRA and a member of SPIC, is acting for
Verizon and no-one else in connection with the matters set out in
this communication and will not be responsible to anyone other than
Verizon for providing advice in relation to the matters in this
communication. Neither Wells Fargo Securities, LLC nor any of its
subsidiaries, branches or affiliates owes or accepts any duty,
liability or responsibility whatsoever (whether direct or indirect,
whether in contract, in tort, under statute or otherwise) to any
person who is not a client of Wells Fargo Securities, LLC in
connection with this communication, any statement contained herein
or otherwise.
Morgan Stanley & Co. LLC, acting through its affiliate
Morgan Stanley & Co. International plc, which is authorised by
the Prudential Regulation Authority and regulated by the Financial
Conduct Authority and the Prudential Regulation Authority in the
United Kingdom, is acting as financial adviser to Fleetmatics and
for no one else in relation to the matters referred to in this
communication. In connection with such matters, Morgan Stanley
& Co. LLC, Morgan Stanley & Co. International plc, each of
their affiliates and their respective directors, officers,
employees and agents will not regard any other person as their
client, nor will they be responsible to anyone other than
Fleetmatics for providing the protections afforded to their clients
or for providing advice in connection with the matters described in
this communication or any matter referred to herein.
Disclosure requirements of the Takeover Rules
Persons interested in 1% or more of any relevant securities in
Fleetmatics may from the date of this communication have disclosure
obligations under Rule 8.3 of the Irish Takeover Panel Act, 1997,
Takeover Rules 2013 (as amended). See the Rule 2.5 announcement of
earlier today for further details.
Participants in the solicitation
Fleetmatics and its directors (including its executive officers
and other members of management) and employees may be considered
participants in the solicitation of proxies from the Fleetmatics
shareholders in respect of the transactions contemplated by this
communication. Information regarding the persons who may, under the
rules of the SEC, be deemed participants in the solicitation of the
Fleetmatics shareholders in connection with the proposed
transactions, including names, affiliations and a description of
their direct or indirect interests, by security holdings or
otherwise, will be set forth in the Proxy Statement and other
relevant materials to be filed with the SEC. Information concerning
the interests of Fleetmatics’ participants in the solicitation,
which may, in some cases, be different than those of Fleetmatics’
shareholders generally, is set forth in the materials filed by
Fleetmatics with the SEC, including in Fleetmatics’ proxy statement
for Fleetmatics’ 2016 annual general meeting of shareholders, which
was filed with the SEC on June 22, 2016, as supplemented by other
Fleetmatics filings with the SEC, and will be set forth in the
Proxy Statement when it becomes available.
View source
version on businesswire.com: http://www.businesswire.com/news/home/20160801005658/en/
VerizonMarie McGehee,
908-229-1894marie.mcgehee@verizon.comorFleetmaticsBrian
Norris, 781-250-3829brian.norris@fleetmatics.com
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