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8-K - CURRENT REPORT - CalAmp Corp. | calamp_8k.htm |
EX-2.1 - AGREEMENT AND PLAN OF MERGER, DATED AS OF FEBRUARY 1, 2016 - CalAmp Corp. | exhibit2-1.htm |
FOR IMMEDIATE RELEASE
CALAMP TO ACQUIRE LOJACK CORPORATION
Combination Creates
Leader in Connected Car Solutions and Vehicle Telematics Applications
with
More Than $400 Million in Annual Revenue Expected in Fiscal 2017
Expected to be Accretive
to CalAmp Non-GAAP Earnings per Share by $0.15 to $0.25 in First
12 Months
Transaction Value of Approximately $134 Million
OXNARD, CA and CANTON, MA February 1, 2016-- CalAmp (NASDAQ: CAMP), a leading provider of wireless products, services and solutions, and LoJack Corporation (NASDAQ: LOJN) ("LoJack"), a provider of vehicle theft recovery systems and advanced fleet management solutions, today 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, CalAmps 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 LoJacks 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 LoJacks 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 Boards review of strategic alternatives to enhance shareholder value, said Randy Ortiz, LoJacks President and Chief Executive Officer. We are proud that CalAmp recognizes LoJacks 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.
CalAmp to Acquire LoJack
Corporation
February 1, 2016
Page 2 of 5
Anticipated Strategic and Financial Benefits of Transaction
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 CalAmps 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 LoJacks outstanding shares. CalAmp will fund the
acquisition with existing cash on hand.
CalAmp to Acquire LoJack
Corporation
February 1, 2016
Page 3 of 5
Advisors
Canaccord Genuity is serving
as financial advisor to CalAmp, and Gibson, Dunn & Crutcher LLP is serving
as its legal counsel. Pacific Crest Securities, a division of KeyBanc Capital
Markets Inc., is serving as financial advisor to LoJack, and Goodwin Procter LLP
is serving as its legal counsel.
About CalAmp
CalAmp (NASDAQ: CAMP) is a
proven leader in providing wireless communications solutions to a broad array of
vertical market applications and customers. CalAmp's extensive portfolio of
intelligent communications devices, robust and scalable cloud service platform,
and targeted software applications streamline otherwise complex
Machine-to-Machine (M2M) deployments. These solutions enable customers to
optimize their operations by collecting, monitoring and efficiently reporting
business critical data and desired intelligence from high-value mobile and
remote assets. For more information, please visit www.calamp.com.
About LoJack Corporation
LoJack Corporation, the
company that has helped more than nine million people protect their vehicles in
the event of theft over the past 25+ years, today provides safety, security and
protection for an ever-growing range of valuable assets and people. Leveraging
its core strengths, including its well-known brand, direct integration with law
enforcement and dealer distribution network, LoJack Corporation is expanding our
business to include our traditional vehicle and equipment theft recovery, people
at risk and new telematics-based products and services. LoJack is delivering new
telematics-based solutions for on-road and off-road fleet management, as well as
dealer inventory management. By expanding our brand beyond stolen vehicle
recovery, LoJack Corporation is committed to creating a new level of value for
its dealer, licensee, customer and investor communities by delivering innovative
offerings and multiple technologies in expanding geographies. For more
information, visit www.lojack.com.
Forward-Looking
Statements
This release
contains forward-looking statements related to the proposed transaction and
business combination between CalAmp and LoJack, including statements regarding
the benefits and timing of the transaction, as well as statements regarding the
companies products, markets and growth opportunities. Forward-looking
statements are predictions, projections and other statements about future events
that are based on current expectations and assumptions and, as a result, are
subject to risks and uncertainties. Many factors could cause actual future
events to differ materially from the forward-looking statements in this release,
including the following, among others: the minimum percentage of tendered shares
in the tender offer necessary to complete the offer or the second-step merger
promptly following the offer; closing of the transaction may not occur or may be
delayed; expected synergies and other financial benefits of the transaction may
not be realized; integration of the acquisition post-closing may not occur as
anticipated; litigation or alternative dispute resolution related to the
transaction or limitations or restrictions imposed by regulatory authorities may
delay or negatively impact the transaction; the pendency of the transaction may
result in disruptions to LoJacks business and make it more difficult to
maintain relationships with employees, customers, vendors and other business
partners; delays, disruptions or increased costs in the integration of LoJacks
technology in existing or new products may arise; unanticipated restructuring
costs may be incurred; attempts to retain key personnel and customers may not
succeed; the business combination or the combined companies products may not be
supported by third parties; actions by competitors may negatively impact
results; and there may be negative changes in general economic conditions in the
regions or the industries in which CalAmp and LoJack operate. In addition,
please refer to the documents that CalAmp
and LoJack file with the Securities and Exchange Commission (SEC) on Forms
10-K, 10-Q, and 8-K, including the specific risk factors included in such
filings. These filings identify and address other important risks and
uncertainties that could cause events and results to differ materially from
those contained in the forward-looking statements set forth in this release.
Readers are cautioned not to put undue reliance on these forward-looking
statements, and CalAmp and LoJack assume no obligation to update, and do not
intend to update, these forward-looking statements, whether as a result of new
information, future events or otherwise.
CalAmp to Acquire LoJack
Corporation
February 1, 2016
Page 4 of 5
Important Additional
Information
This release
relates to a pending business combination transaction between CalAmp and LoJack.
The tender offer referenced in this release has not yet commenced. No statement
in this release constitutes an offer to buy, or the solicitation of an offer to
sell, any securities. A solicitation and an offer to buy shares of LoJack will
be made only pursuant to an offer to purchase and related materials that CalAmp
intends to file with the SEC. When the tender offer is commenced, CalAmp will
file a Tender Offer Statement on Schedule TO related to the transaction with the
SEC and may file amendments thereto, and thereafter LoJack will file a
Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the
tender offer. CalAmp and LoJack may also file other documents with the SEC
regarding the transaction. This document is not a substitute for Schedule TO,
the Schedule 14D-9 or any other document that CalAmp or LoJack may file with the
SEC in connection with the transaction. INVESTORS AND SECURITY HOLDERS ARE URGED
TO READ THE SCHEDULE TO (INCLUDING THE OFFER TO PURCHASE, THE RELATED LETTER OF
TRANSMITTAL AND OTHER OFFER DOCUMENTS), THE SOLICITATION/RECOMMENDATION
STATEMENT ON SCHEDULE 14D-9 AND THE OTHER RELEVANT MATERIALS WITH RESPECT TO THE
TRANSACTION CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BEFORE
MAKING ANY INVESTMENT DECISION WITH RESPECT TO THE TRANSACTION, BECAUSE THEY
WILL CONTAIN IMPORTANT INFORMATION.
The Tender Offer Statement and Solicitation/Recommendation Statement on Schedule 14D-9 (when available) will be sent free of charge to LoJacks shareholders. Such materials (and all other offer documents filed with the SEC) will be available at no charge on the SEC's Web site: www.sec.gov or by directing such requests to the Information Agent for the tender offer who will be named in the Tender Offer Statement. In addition, copies of LoJacks filings with the SEC may also be obtained free of charge at the Investor Relations section of LoJacks website at www.lojack.com.
AT CALAMP: | AT ADDO COMMUNICATIONS: | |
Garo Sarkissian | Lasse Glassen | |
SVP, Corporate Development | General Information | |
(805) 987-90 | (424) 238-6249 | |
lasseg@addocommunications.com |
CalAmp to Acquire LoJack
Corporation
February 1, 2016
Page 5 of 5
AT JOELE FRANK,
WILKINSON BRIMMER KATCHER:
Eric Brielmann or Arielle Rothstein, (415) 869-3950
or
Dan Katcher
or Joseph Sala, (212) 355-4449
AT LOJACK:
Ken Dumas
SVP, CFO & Treasurer
(781) 302-4322