LoJack - Telematikprovider
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December 10, 2015
LoJack Corporation Confirms Receipt of Unsolicited Proposal from CalAmp and Announces Ongoing Review of Strategic Alternatives
CANTON, Mass., Dec. 10, 2015 /PRNewswire/ -- LoJack Corporation (NASDAQ: LOJN), a provider of vehicle theft recovery systems and advanced fleet management solutions, today confirmed that it has received the unsolicited proposal from CalAmp Corp. (NASDAQ: CAMP) to acquire all of LoJack's outstanding shares for $5.50 per share in cash. Consistent with its fiduciary duties, the LoJack Board of Directors, in consultation with its legal and financial advisors, has been carefully reviewing and considering the proposal to determine the course of action that it believes is in the best interests of the company and its shareholders.
Over recent years, the LoJack Board, together with its advisors, has considered a variety of options for enhancing shareholder value. In light of recent business developments, including receipt of CalAmp's November 10th proposal, the Board commenced a formal process for conducting a review of strategic alternatives to maximize shareholder value. The Board is being advised in this review by Pacific Crest Securities, a division of KeyBanc Capital Markets Inc., as its financial advisor, and Goodwin Procter LLP, as its legal advisor. This review may result in LoJack continuing to pursue value-enhancing initiatives as a standalone company, a sale, merger or other business combination involving LoJack, or another strategic alternative with CalAmp or other parties.
Rory J. Cowan, Chairman of the Board, commented, "The Board of Directors is pleased with the value-enhancing results that our management team has driven, including unit growth in our domestic stolen vehicle recovery business, higher gross profit, significantly reduced operating expenses, and growth of our emerging telematics business. However, the Board determined, consistent with its obligations to the company and its shareholders, that it was also prudent to explore strategic alternatives to determine the best opportunities for enhancing shareholder value."
There can be no assurance that this strategic review will result in any specific action or consummation of any transaction, and there is no set timetable for the strategic review process. LoJack does not intend to comment further regarding the strategic review process until the Board approves a specific action or concludes its review.
CalAmp (NASDAQ: CAMP) and LoJack Corporation (NASDAQ: LOJN) announced that the companies have entered into a definitive agreement pursuant to which CalAmp will acquire all of the outstanding shares of common stock of LoJack for $6.45 per share in an all cash transaction valued at approximately $134 million.
This transaction, which has been unanimously approved by both companies' Boards of Directors, will create a leader in connected car solutions and vehicle telematics applications. The combination builds on both companies' complementary strengths and is expected to accelerate the broad adoption of vehicle telematics technologies and applications around the globe.
"The acquisition of LoJack aligns with our strategy to deliver innovative, next generation connected vehicle telematics technologies, thereby accelerating our roadmap in these large and fast growing markets, while creating value for our customers, partners and shareholders," said Michael Burdiek, CalAmp's President and Chief Executive Officer. "By combining with LoJack, we expect to enhance our ability to deliver novel connected vehicle telematics technologies and applications to our global customers. Moreover, we believe that LoJack's considerable relationships, particularly in the U.S. auto dealer channel, as well as in the commercial space with heavy equipment providers and their international licensee footprint, will create new opportunities for growth and strengthen our competitive position. We are excited to welcome LoJack's talented team to CalAmp and look forward to realizing the benefits that we expect this transaction to create."
"This transaction delivers immediate and significant cash value to our shareholders at a substantial premium and represents a successful conclusion to the Board's review of strategic alternatives to enhance shareholder value," said Randy Ortiz, LoJack's President and Chief Executive Officer. "We are proud that CalAmp recognizes LoJack's success over the last 30 years in creating best-in-class theft recovery solutions and developing strong channel and end customer relationships around the world. With CalAmp as our partner, the LoJack brand will continue to expand beyond our foundational stolen vehicle recovery business by providing our customers and partners with enhanced product offerings to better protect and manage their assets. We look forward to working with the CalAmp team to ensure a smooth transition and accelerate the strategic initiatives already underway at LoJack as we take our great brand into the future."
Anticipated Strategic and Financial Benefits of Transaction
Creates market leader well-positioned to succeed through powerful combination of best-in-class products with broad market access: CalAmp's leading portfolio of wireless connectivity devices, software, services and applications, combined with LoJack's world renowned brand, proprietary stolen vehicle recovery product, unique law enforcement network and strong relationships with auto dealers, heavy equipment providers and global licensees, will create a market leader that is well-positioned to drive the broad adoption of connected car solutions and vehicle telematics technologies and applications worldwide.
Provides customers and industry participants in target markets with exciting value proposition: The combined company will offer customers access to integrated, turnkey offerings that enable a multitude of high value applications encompassing vehicle security and enhanced driver safety. Furthermore, the combination of CalAmp's and LoJack's technology offerings is expected to provide global customers with connected vehicle applications to help ensure that retail auto dealers remain competitive and relevant in today's rapidly evolving markets.
Accretive transaction and updated business outlook: The transaction is expected to be highly accretive to CalAmp's earnings in the first 12 months following consummation of the transaction. Based on the estimated timeframe for closing, CalAmp expects consolidated revenue to be in excess of $400 million for its fiscal year ending February 28, 2017, and for LoJack to contribute approximately $10 million in Adjusted EBITDA (earnings before interest, taxes, depreciation, amortization, stock compensation expense and acquisition-related expenses) and $0.15 to $0.25 in Non-GAAP earnings per share to CalAmp's fiscal 2017 consolidated results. CalAmp's Non-GAAP earnings per share exclude intangibles amortization, stock compensation expense, acquisition-related expenses, and non-cash income tax expense.
Closing and Approvals Under the terms of the definitive agreement, a wholly-owned subsidiary of CalAmp will commence a tender offer to acquire all of the outstanding shares of LoJack common stock for $6.45 per share of LoJack common stock tendered. Following completion of the tender offer, the parties will effect a second-step merger pursuant to which all remaining shares of LoJack common stock not tendered in the offer will be converted into the right to receive the same cash price per share as in the offer.
The transaction is expected to close during CalAmp's fiscal 2017 first quarter, subject to customary closing conditions, including regulatory approvals and the tender of a number of LoJack shares that, together with other shares owned or to be acquired by CalAmp and its subsidiaries, represent at least two thirds of the total number of LoJack's outstanding shares. CalAmp will fund the acquisition with existing cash on hand.
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