Press release from Business Wire
Wireless Matrix USA, Inc. To Be Acquired By CalAmp Corp.
Thursday, December 20, 2012
Wireless Matrix USA, Inc. To Be Acquired By CalAmp Corp.16:00 EST Thursday, December 20, 2012 HERNDON, Va. (Business Wire) -- Wireless Matrix Corporation (TSX: WRX) (“Wireless Matrix” or “the Company”), the leading provider of software and communications to improve service fleet performance metrics, today announced the news that it has reached an agreement to sell all the shares of Wireless Matrix USA, Inc., a Delaware corporation and wholly-owned subsidiary of Wireless Matrix (“Wireless USA”), to CalAmp Corp. (“CalAmp”), a leader in wireless communications solutions, for $53.0 million in cash (“Transaction”). This acquisition will bring together two leaders in the wireless and GPS fleet tracking space, innovators who have already been working together for over two years, to create one of the largest mobile resource management companies in the industry. All currency is expressed in U.S. dollars, unless otherwise noted. The purchase price represents approximately $0.63 per share, a 22% premium above the one-month weighted average price of $0.52. Upon closing of the Transaction, Wireless Matrix plans to undergo an orderly liquidation and to return 100% of its remaining capital to its shareholders (estimated to be around $51 million after accounting for various expenses) as a return of capital. This Transaction does not actually involve the sale of the shares of the Company, but a sale of 100% of the assets leaving the company with only cash to distribute to the shareholders. The Company has 84,051,868 common shares outstanding as of Dec. 20, 2012. “We are very pleased to announce this agreement, which provides our shareholders with a significant cash premium for their shares. We believe this Transaction is in the best interest of our shareholders,” said Alex Washburn, chairman of the board of Wireless Matrix. “Today's announcement is the result of a comprehensive process in which the Board of Directors, with the assistance of management and our outside advisors, carefully considered strategic alternatives for our shareholders.” The Board of Directors of Wireless Matrix has unanimously approved the transaction. “I am confident that the combination of our businesses will accelerate growth beyond what either company would likely experience independently given the substantial synergies that exist, particularly in terms of product platforms, customers and channels,” said Michael Burdiek, president and chief executive officer of CalAmp. “I look forward to leveraging the strengths of our two companies in addressing the needs of the rapidly growing mobile resource management marketplace.” “We are extremely proud of the accomplishments our team has delivered in building a leading GPS fleet tracking applications suite and satellite communications offering over the past 20 years. This successful product line, including our award winning FleetOutlook® platform, is an excellent complement to CalAmp's portfolio. We have been partners with CalAmp for the past several years and we are excited to join them to bring our customers even more innovative and advanced solutions,” said Maria C. Izurieta, acting chief executive officer and chief financial officer of Wireless Matrix, “and our customers will benefit from the breadth and depth of CalAmp's product offerings that deliver data, voice and video for critical networked communications and other applications.” Canaccord Genuity has provided an opinion to the Board of Directors of Wireless Matrix to the effect that, as of such date and based upon and subject to the limitations and qualifications therein, the consideration payable to the Company under the transaction is fair, from a financial point of view, to the Company. A specially convened meeting of Wireless Matrix shareholders will be convened to vote on the Transaction in February 2013. The Transaction must be approved by the holders of 66 2/3% of the common shares voted at the meeting. Certain directors, officers and shareholders of Wireless Matrix, holding together approximately 37% of the issued and outstanding common shares of the Company, have entered into Voting Agreements under which they have agreed to vote in favour of the Transaction. Additional Transaction Details The agreement is subject to the approval of the shareholders of Wireless Matrix, CalAmp securing funding to complete the purchase, and other closing conditions. The definitive agreement contains a non-solicitation covenant on the part of Wireless Matrix, is subject to customary “fiduciary out” provisions entitling Wireless Matrix to consider and accept a superior proposal upon payment of a fee to CalAmp, and is subject to a right to match in favor of CalAmp. The transaction is expected to close within approximately 90 days. Further details of the Transaction are expected to be included in a proxy circular to be mailed to shareholders in due course. The full share purchase agreement will be filed under the Company's profile on SEDAR at www.sedar.com. Richard Myers Appointed Chief Executive Officer In conjunction with the signing of this definitive agreement, Maria C. Izurieta, who had been serving as acting CEO in addition to her role as chief financial officer, has announced her intention to resign from the Company. Richard Myers has been named as Wireless Matrix's chief executive officer and Zalena Khan, the Company's controller, has been named as Wireless Matrix's acting chief financial officer, effective immediately, in addition to her existing role as controller. Ms. Izurieta will assist Mr. Myers and Ms. Khan through a transition period. “On behalf of the board, I would like to thank Maria for her years of service and her role in building the company into a leading fleet management applications provider,” said Alex Washburn, chairman of the board of directors. “The Board of Directors is very pleased to welcome Mr. Myers and Ms. Khan into their new roles with the Company. Their leadership will be instrumental in guiding the company through this transaction and liquidation.” Richard Myers has over 20 years of operational, technical, and mergers and acquisitions experience spanning technology start-ups to Fortune 500 companies. Most recently he has served as CEO and co-founder of Intrievex, Inc., an information retrieval technology and services company, and as a management consultant specializing in advising businesses and conducting mergers and acquisitions. Mr. Myers previously owned and operated a translation company, Sinometrics. He joined the Board of Directors of Wireless Matrix in March, 2012, and will remain a director of the Corporation. Zalena Khan has over 20 years of accounting and operational experience leading financial organizations. Ms. Khan has been with the Company for three years and previously was with GeoLogic, Inc. Conference Call Wireless Matrix has scheduled a conference call with investors to begin at 5:30 p.m. this evening, Dec. 20, 2012. The conference call dial-in number is 800.404.8174. A replay of the conference call will be available on the Company's website subsequent to the call at www.wirelessmatrix.com or by dialing 800.558.5253 (code#21628972), until 11:59 p.m. ET on Dec. 22, 2012. About Wireless Matrix Wireless Matrix Corporation (TSX: WRX) provides fleet solutions to improve delivery metrics. The Company's software and wireless data solutions provide intelligence for managing, measuring and monitoring service execution. Users consistently report greater on-time arrivals, increased productivity and lower total operating expenses. The Wireless Matrix solution suite includes FleetOutlook®, a web-based platform providing fleet operators complete visibility of their operations and vehicle mounted cellular and satellite wireless data communication services. Wireless Matrix is headquartered in Herndon, Va. For more information visit www.wirelessmatrix.com. About CalAmp CalAmp develops and markets wireless communications solutions that deliver data, voice and video for critical networked communications and other applications. The Company's two business segments are Wireless DataCom, which serves enterprise, utility and government customers, and Satellite, which focuses on the North American Direct Broadcast Satellite market. For more information, please visit www.calamp.com. Forward Looking StatementsGeneral information regarding the Company set forth in this document, including management's assessment of the Company's future plans and operations,of the closing of the transaction with CalAmp, contains forward-looking statements that involve substantial known and unknown risks and uncertainties and the potential distribution to shareholders, some of which are beyond the Company's and management's control, including, but not limited to, the ability of the conditions to the conclusion of the transaction with CalAmp to be satisfied, the ability of the Company to subsequently proceed on a timely basis with the distribution of its assets to its shareholders and the amount of any such distribution. The Company's actual results, performance or achievement could differ materially from those expressed in or implied by these forward-looking statements and, accordingly, no assurance can be given that any of the events anticipated to occur or transpire from the forward-looking statements will provide any benefits to the Company. All data presented herein should be read in conjunction with the Company's regulatory filings with the appropriate Securities Commission and on SEDAR, which also disclose further risks and uncertainties pertaining to the operations of the Company. These filings, including the Company's Annual Information Form, are located under the Company's profile at www.sedar.com.Investor RelationsWireless Matrix CorporationRick Myers, firstname.lastname@example.orgThe Equicom GroupCraig Armitage, 416-815-0700 ext email@example.comMedia RelationsWireless Matrix CorporationMark Freeman, firstname.lastname@example.org