SUNNYVALE, Calif., Dec. 10 /PRNewswire-FirstCall/ -- Trimble
(NASDAQ: TRMB) today announced that it has entered into a
definitive agreement to acquire @Road, Inc. (NASDAQ:ARDI) of
Fremont, Calif. Under the terms of the transaction, Trimble will
acquire all of the outstanding shares of @Road for $7.50 per share.
@Road shareholders will receive $5.00 per share in cash and the
remaining $2.50 per share in consideration will be a mixture of
cash and/or Trimble stock to be determined at Trimble's sole
discretion. The transaction equity value is approximately $496
million. After subtracting @Road's net cash position of
approximately $79 million, the transaction enterprise value is $417
million. The transaction will be accounted for as a purchase.
Strategic Rationale -- Enables Mobile Resource Management (MRM)
Leadership: The acquisition expands Trimble's investment and
reinforces the existing growth strategy for its Mobile Solutions
(TMS) segment. It also positions Trimble as a market leader in
providing MRM solutions. In addition to its industry-leading
technology, @Road has developed deep domain expertise and a strong
field service management capability within its MRM solution set to
address challenges faced by a variety of industries, including
transportation, distribution, telecommunications, cable, field
service, utilities, facilities management and public works. This
complements Trimble's existing domain expertise in the construction
supply, direct store delivery, public safety and utilities
industries. -- Increases Access to Fast Growing, Global MRM
Segment: According to Frost and Sullivan, the emerging MRM segment
is expected to grow to approximately $2.6 billion by 2010, up from
approximately $1.2 billion in 2006. With the acquisition of @Road,
Trimble is well positioned to capitalize on this growing, global
market opportunity. -- Reinforces Trimble's Existing Businesses: A
number of Trimble's existing businesses have the potential to add
software products based on a recurring service model. The
combination of @Road and Trimble will enable more aggressive
development of these categories of products and can leverage
Trimble's existing capabilities and presence in those markets. --
Extends Trimble's Technology Platform: @Road has made significant
investments in world-class, fault tolerant and scalable software
infrastructure that can support a large increase in subscribers
with minimal additional investment. This enables Trimble to forego
a similar investment and rapidly deploy new applications to serve
additional customers. -- Accelerates the Pace of Product Innovation
for Customers: The combination of @Road's industry-leading MRM
solutions with Trimble's capabilities will both speed the rate at
which new products will be brought to market and will increase the
diversity of those products. -- Enhances Customer Access through
Strong Channel Relationships: Trimble is well positioned to
leverage @Road's extensive network of well- established
relationships with telecom carrier partners, large system
integrators, and enterprise software technology providers to
enhance the combined company's reach, product capabilities and
solutions platform. In addition, Trimble's significant existing
international presence will enable an accelerated international
expansion for the combined business. Significant operating leverage
is available to the combined entity. The sources of leverage
include the ability to reduce costs by sharing common
infrastructure elements and to achieve growth objectives by
leveraging existing capabilities at little incremental cost.
Examples include the consolidation of data centers, the
consolidation of product platforms, leveraging sales force and
distribution channels, the utilization of Trimble's international
infrastructure and the reduction of public company compliance
costs. "@Road is widely recognized for its strong technology base
and its success with enterprise customers. The addition of @Road to
Trimble's existing TMS product offerings will enable us to provide
a broader and more robust platform," said Steven W. Berglund,
president and CEO of Trimble. "The anticipated growth rates for MRM
make this combination an attractive addition to the Trimble
portfolio. It reinforces our other successful investments within
TMS and represents a major step in building leadership in MRM. We
look forward to the addition of the @Road team as we continue to
grow and build shareholder value." "We are pleased to join Trimble
and it is an excellent fit for @Road," said Krish Panu, president
and CEO of @Road. "Our goal has always been to provide the best MRM
solution, from product design to our ongoing customer support.
Trimble shares this vision of excellence. We believe the
acquisition will enable even better customer service, while
enabling our employees worldwide to continue to provide leadership
in our markets." Financial Structure and Transaction Timing Of the
$7.50 per share of consideration, @Road shareholders will receive
$5.00 per share in cash. For the remaining $2.50 per share portion
of the consideration, Trimble will make a determination about the
mixture of cash and stock consideration before the @Road
shareholder vote date. The closing of the transaction, which is
expected during the first quarter of 2007 after the @Road
shareholder vote, will be subject to regulatory approval and other
usual conditions. The transaction is not subject to a Trimble
shareholder vote. Trimble expects to finance the cash portion of
the transaction from cash on its balance sheet, available
borrowings under its existing bank credit facility and a new term
loan. Krish Panu, each of the other executive officers and
directors of @Road and @Road's largest stockholder, representing an
aggregate of approximately 23 percent of the outstanding shares of
@Road's common stock, have agreed to vote in favor of the
transaction. @Road will be reported within Trimble's Mobile
Solutions (TMS) business segment. Goldman, Sachs & Co. acted as
the financial advisor to Trimble and J.P. Morgan Securities Inc.
acted as financial advisor to @Road. Preliminary 2007 Pro Forma
Outlook Assuming a February close of the transaction, Trimble
currently expects total 2007 Company revenue between $1,140 and
$1,170 million. Of this amount, approximately $80 million to $85
million in revenue is expected to come from the acquisition of
@Road. The expected revenue contribution from @Road in 2007 is
expected to be significantly impacted by the write-off of all
deferred revenue of approximately $28 million at closing and the
partial year impact of a February close. Trimble expects full-year
2007 non-GAAP earnings per share of between $2.10 and $2.15 in
2007. Trimble's baseline outlook for the Company, excluding the
acquisition, would have been $2.30 and $2.35 non-GAAP earnings per
share. The transaction is expected to be single-digit dilutive in
2007 due to interest payments on debt, an assumed higher share
count and the deferred revenue write down of $0.07 per share,
partially offset by synergy savings and improved business
profitability. Beyond 2007, the transaction is expected to be
accretive to non-GAAP earnings per share in 2008 and is expected to
be meaningfully accretive to non-GAAP earnings per share in 2009
and beyond. Trimble will update its fiscal 2007 guidance on the
Company's regularly scheduled quarterly conference call on January
25, 2007. Non-GAAP vs. GAAP Financials The Company excludes the
amortization of purchased intangibles, in-process research and
development, acquisition related step-up charges, restructuring
charges, and the impact of stock-based compensation in computing
non-GAAP measures because the chief executive officer excludes
these items when budgeting and evaluating the business. These
non-GAAP financial measures are not intended to supersede or
replace the Company's GAAP results. Investor Conference Call /
Webcast Details Trimble will hold a conference call on December 11,
2006 at 8:30 a.m. EST to discuss the @Road acquisition. It will be
broadcast live on the Web at http://www.trimble.com/. Dial-in will
be available by calling (800) 528-9198 (U.S.) or (706) 634-6089
(international) and the passcode is 3747759. A replay of the call
will be available for 30 days beginning at 12:00 p.m. EST on
December 11, 2006. The replay number is (800) 642-1687 (U.S.) or
(706) 645-9291 (international), and the pass code is 3747759. About
Mobile Resource Management - A Growing Industry Mobile Resource
Management (MRM) business solutions are designed to maximize the
productivity of mobile workforces. Next-generation solutions are
expected to include more than just fleet and asset management
tools. Growth in the industry is expected to be fueled by combining
Internet services with on- demand applications that leverage a
variety of technologies including Global Positioning System (GPS),
dispatch software, wireless communications, fleet management tools
and transaction processes to help companies reduce operating costs
and more effectively manage a mobile workforce. The ability to
track, locate, and manage assets can be critical to a company's
overall performance and bottom line. By reducing costs through
fewer lost assets, enhanced equipment utilization, reduced
out-of-route miles, and 'just-in-time' inventory availability, MRM
is expected to transition from a premium service to a standard
component of most businesses with fleets and multiple assets. About
@Road @Road, Inc. is a leading global provider of solutions
designed to automate the management of mobile resources and to
optimize the service delivery process for customers across a
variety of industries. @Road delivers Mobile Resource Management
solutions in three key areas: Field Force Management, Field Service
Management and Field Asset Management. By providing real-time
Mobile Resource Management infrastructure integrating wireless
communications, location-based technologies, transaction processing
and the Internet, @Road solutions are designed to provide a secure,
scalable, upgradeable, enterprise- class platform, and are offered
in on-demand software delivery, on-premise or hybrid environments
that can seamlessly connect mobile workers in the field to
real-time corporate data. @Road is headquartered in Fremont,
Calif., and has a global presence with offices in North America,
Europe and Asia. For more information on @Road solutions, visit
http://www.road.com/. About Trimble Trimble applies technology to
make field and mobile workers in businesses and government
significantly more productive. Solutions are focused on
applications requiring position or location-including surveying,
construction, agriculture, fleet and asset management, public
safety and mapping. In addition to utilizing positioning
technologies, such as GPS, lasers and optics, Trimble solutions
typically include significant software content specific to the
needs of the user. Wireless technologies are utilized to deliver
the solution to the user and to ensure a tight coupling of the
field and the back office. Founded in 1978 and headquartered in
Sunnyvale, Calif., Trimble has a worldwide presence with more than
2,600 employees in over 18 countries. For more information
Trimble's Web site at http://www.trimble.com/. Certain statements
made in this news release are forward looking statements within the
meaning of Section 27A of the Securities Act of 1933 and Section
21E of the Securities Exchange Act of 1934, and are made pursuant
to the safe harbor provisions of the Securities Litigation Reform
Act of 1995. This press release contains forward-looking statements
that include the growth of the MRM segment, the effect of the @Road
acquisition on Trimble's Mobile Solutions business including the
financial impact of the acquisition in future periods, the pro
forma outlook for Trimble, the realization of synergies, the timing
of closing of the proposed acquisition and the expected financing
sources. These forward looking statements are subject to risks
which could cause actual results to differ materially from expected
results. For example, the growth of the MRM segment might be slowed
due to the adoption of competing technology or a slow down in
technology spending generally. The financial impact of the @Road
acquisition on Trimble's Mobile Solutions business may be less
positive than expected if Trimble is not able to realize the
synergies it anticipates from the transaction. Trimble may be
unable to achieve the projected synergies if its acquisition takes
longer than expected or if the integration takes longer than
expected or if the operation of the combined business results in
less administrative overlap than expected. The pro forma outlook
for Trimble is dependent upon the above synergies being achieved as
well as maintaining @Road's existing customer base. It is also
dependent upon general economic conditions, especially in the
construction and agriculture sectors. The timing of closing is
dependent on the satisfaction of certain conditions including the
effectiveness of an S-4 Registration Statement and clearance under
applicable antitrust regulatory authorities. There can be no
assurance that these conditions will be satisfied or that the
transaction will be consummated. Trimble's expected financing
sources could change based on conditions in the capital markets and
debt markets. Additional risks and uncertainties include the risks
inherent in acquiring and integrating a company and its products,
unanticipated expenditures and changing relationships with
customers. Among other things, economic trends and additional
competitive issues may have an adverse effect on the success of the
acquisition and its integration. More information about potential
factors which could affect Trimble's business and financial results
is set forth in reports filed with the SEC, including Trimble's
quarterly reports on Form 10-Q and its annual report on Form 10-K.
All forward looking statements are based on information available
to Trimble as of the date hereof, and Trimble assumes no obligation
to update such statements. This communication shall not constitute
an offer to sell or the solicitation of an offer to buy, nor shall
there be any sale of securities in any jurisdiction in which such
offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such
jurisdiction. No offering of securities shall be made except by
means of a prospectus meeting the requirements of Section 10 of the
Securities Act of 1933, as amended. ADDITIONAL INFORMATION ABOUT
THE MERGER AND WHERE TO FIND IT Trimble and @Road intend to file
with the SEC a prospectus/proxy statement and other relevant
materials in connection with the proposed acquisition of @Road by
Trimble pursuant to the terms of an Agreement and Plan of Merger by
and among Trimble, Roadrunner Acquisition Corp., a wholly-owned
subsidiary of Trimble, and @Road. The prospectus/proxy statement
will be mailed to the stockholders of @Road. Investors and security
holders of @Road are urged to read the prospectus/proxy statement
and the other relevant materials, as well as any amendments or
supplements to those documents, when they become available because
they will contain important information about Trimble, @Road and
the proposed merger. The prospectus/proxy statement and other
relevant materials (when they become available), and any other
documents filed by Trimble or @Road with the SEC, may be obtained
free of charge at the SEC's web site at http://www.sec.gov/. In
addition, investors and security holders may obtain free copies of
the documents filed with the SEC by Trimble by contacting Trimble
Investor Relations, 935 Stewart Drive, Sunnyvale, California 94085,
(408) 481-7838. Investors and security holders may obtain free
copies of the documents filed with the SEC by @Road by contacting
@Road Investor Relations, 47071 Bayside Parkway, Fremont,
California 94538, (510) 870-1317. Investors and security holders of
@Road are urged to read the prospectus/proxy statement and the
other relevant materials, as well as any amendments or supplements
to those documents, when they become available before making any
voting or investment decision with respect to the proposed merger.
Trimble, Steven Berglund, Trimble's President and Chief Executive
Officer, and Trimble's other directors and executive officers may
be deemed to be participants in the solicitation of proxies of
@Road stockholders in connection with the proposed merger.
Investors and security holders may obtain more detailed information
regarding the names, affiliations and interests of Mr. Berglund and
Trimble's other directors and executive officers in the
solicitation by reading the prospectus/proxy statement when it
becomes available. @Road, Krish Panu, @Road's Chairman, Chief
Executive Officer and President, and @Road's other directors and
executive officers may be deemed to be participants in the
solicitation of proxies of @Road stockholders in connection with
the proposed merger. Such individuals may have interests in the
proposed merger, including as a result of holding options or shares
of @Road common stock. Investors and security holders may obtain
more detailed information regarding the names, affiliations and
interests of Mr. Panu and @Road's other directors and executive
officers in the solicitation by reading the prospectus/proxy
statement when it becomes available. FTRMB DATASOURCE: Trimble
CONTACT: Media: Lea Ann McNabb, +1-408-481-7808, , or Investor
Relations: Willa McManmon, +1-408-481- 7838, , both of Trimble Web
site: http://www.trimble.com/ http://www.road.com/
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