Wireless Matrix Corporation, a provider of software and communications to improve service fleet performance metrics, has reached an agreement to sell all the shares of Wireless Matrix USA, Inc., its wholly-owned subsidiary, to CalAmp Corp., a leader in wireless communications solutions, for $53.0 million in cash. This acquisition will bring together two leaders in the wireless and GPS fleet tracking space who have already been working together for more two years to create one of the largest mobile resource management companies in the industry.
The purchase price represents approximately $0.63 per share, a 22% premium above the one-month weighted average price of $0.52. Upon closing 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 66.66% 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.