Verizon Communications Inc. and Hughes Telematics, Inc. announced a definitive merger agreement under which Verizon will acquire Hughes Telematics, Inc. (HTI) for $12.00 per share in cash, or a total of $612 million.
The transaction will expand Verizon's capabilities in the automotive and fleet telematics marketplace and accelerate growth in key vertical segments,including emerging machine-to-machine (M2M) services applications driven by consumer trends and increasingly connected lifestyles. HTI is a leader in implementing the next generation of connected services for vehicles, centered on a core platform of safety, security, convenience and infotainment offerings. HTI offers a portfolio of services through its commercial fleet, aftermarket and original equipment manufacturer (OEM) offeringsas well products and services for mHealth providers and users.
The Board of Directors of HTI has unanimouslyapproved the transaction upon the recommendation of its special committee, and the transaction was unanimously approved by the directors of Verizon present and voting. The transaction has also been approved by a written consent executed by holders of a majority of HTI's voting shares.
The transaction is subject to the expiration or early termination of the Hart-Scott-Rodino antitrust waiting period and other customary closing conditions.
The merger is expected to close in the third quarter of 2012, and Verizon plans to retain the existing management team and operate the new unit as a subsidiarywithin Verizon and operated as part of its Verizon Enterprise Solutions group. The business will continue to be headquartered in Atlanta.
"We expect M2M and telematics to drive significant growth for Verizon and we're taking an important step forward to accelerate solutions that will unlock more opportunities for existing and new HTI and Verizon customers," said John Stratton, president of Verizon Enterprise Solutions. "Joining Hughes Telematics' robust service-delivery platform and suite of applications with our existing assets will create a premier set of capabilities. In powerful combination with Verizon's global IP network, cloud, mobility and security solutions, Hughes Telematics' flexible service-delivery platform has the potential to reach beyond the automotive and transportation realm to create new opportunities in mHealth, asset tracking and home automation."
HTI will play a key role in Verizon's strategy to offer platform-based solutions tailored to specific industries. Verizon earlier this year launched a new practice focused on developing telematics solutions that leverage the company's cloud and information technology (IT), security, global IP network and communications, and mobility and M2M technology platforms.
Jeff Leddy, CEO of HTI, said,"This transaction provides Hughes Telematics' stockholders with a substantial premium over today’s market price of our common stock. We are proud to join a world-class organization like Verizon which will help us continue to build and expand on our industry-leading services. This combination represents an exciting opportunity to accelerate our innovation of new services and global growth and to bring these services to more customers and industriesworldwide."
Verizon Enterprise Solutions creates global connections that generate growth, drive business innovation and move society forward. With industry-specific solutions and a full range of global wholesale offerings offered over the company's secure mobility, cloud, strategic networking and advanced communications platforms, Verizon Enterprise Solutions helps open new opportunities around the world for innovation, investment and business transformation. Visit verizon.com/enterprise to learn more.
Verizon was represented by UBS Investment Bank and Debevoise& Plimpton LLP. HTI was represented by Barclays and Skadden, Arps, Slate, Meagher &Flom LLP; and the special committee of the Board of Directors of HTI was represented by Moelis& Company LLC and Nelson Mullins Riley & Scarborough LLP.