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| [December 20, 2012] |
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Wireless Matrix USA, Inc. To Be Acquired By CalAmp Corp.
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. (News - Alert) ("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 hareholders 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 Statements
General 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.
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