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 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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