euro adhoc: Kapsch TrafficCom AG
Mergers - Acquisitions - Takeovers
Kapsch
TrafficCom AG acquires all of the assets of the Mobility Solutions business unit
of TechnoCom Corporation in the U.S.
Disclosure announcement transmitted by euro adhoc. The issuer is responsible for the content of this announcement.
Company Information
06.06.2008
Vienna, June 6, 2008 - Kapsch TrafficCom AG (ISIN AT000KAPSCH9), listed on the Vienna Stock Exchange in the prime market segment, entered into an agreement to acquire, through its subsidiary Kapsch TrafficCom Inc, all of the assets of the Mobility Solutions business unit of TechnoCom Corporation, a corporation organized under the laws of the State of Delaware and with its primary place of business in Encino, California..
The Mobility Solutions business unit of TechnoCom Corporation conducts a business which, among other things, develops, owns, markets, and licenses vehicle infrastructure integration technologies, including but not limited to multiband configurable networking units (MCNU), and related technology and intellectual property for the transportation and automotive industries, systems integrators and federal, state, and local government agencies. The Mobility Solutions business unit is located in Carlsbad, California, and currently employs twelve employees and two independent consultants. The Mobility Solutions business unit engages mainly in business with the Vehicle Infrastructure Integration Consortium (VIIC), a non-profit organization comprised of various automotive original equipment manufacturers, formed to develop and submit solution proposals to the United States Department of Transportation related to the new communication standard 5.9 GHz WAVE (Wireless Access in the Vehicular Environment) for future tolling systems, car-to-car communications and improved traffic safety, and the implementation of road traffic telematics solutions, as well as for use in "infotainment" and entertainment. The Mobility Solutions business unit provides solutions for the Vehicle Infrastructure Integration proof-of-concept projects and test beds located in Michigan, California and New York.
The purchase price for the assets of the Mobility Solutions business unit consists of USD 15.0 million in cash to be paid upon the closing of the transaction, the assumption of certain liabilities of the Mobility Solutions business unit, post-closing earn-out payments to TechnoCom of up to USD 4.0 million, which depend on the achievement of certain sales and operational milestones, and post-closing payments to TechnoCom based on the realization of certain tax benefits resulting from the transaction. The purchase price is subject to adjustment after the closing based on the final determination of closing date working capital. The closing of the transaction is subject to the satisfaction or waiver of certain closing conditions which Kapsch TrafficCom expects to be satisfied or waived in the course of June 2008.
Kapsch TrafficCom is an international supplier of innovative road traffic telematics solutions. Its principle business is the development and supply of electronic toll collection (ETC) systems, in particular for multi-lane free-flow (MLFF), and the technical and commercial operation of such systems. Kapsch TrafficCom also supplies traffic management systems, with a focus on road safety and traffic control, and electronic access systems and parking management. With more than 140 installed tolling systems in 30 countries in Europe, Australia, Latin America, the Asian/Pacific region and South Africa, and almost 12 million On-Board Units and nearly 10.700 equipped lanes, Kapsch TrafficCom has positioned itself among the market leaders in ETC systems worldwide. Kapsch TrafficCom is headquartered in Vienna, Austria, and has subsidiaries and representative offices in 20 countries.
This release constitutes neither an offer to sell nor a solicitation
to buy any securities. The securities have already been sold. This
release is not being issued in the United States of America and must
not be distributed to U.S. persons (as defined in Regulation S of the
U.S. Securities Act of 1933, as amended ("Securities Act")) or
publications with a general circulation in the United States. This
press release does not constitute an offer or invitation to purchase
any securities in the United States. The securities of Kapsch
TrafficCom AG have not been registered under the Securities Act and
may not be offered, sold or delivered within the United States or to
U.S. persons absent from registration under or an applicable
exemption from the registration requirements of the United States
securities laws. This release is directed only at persons (i) who are
outside the United Kingdom or (ii) who have professional experience
in matters relating to investments falling within Article 19(5) of
the Financial Services and Markets Act 2000 (Financial Promotion)
Order 2005 (as amended) (the "Order") or (iii) who fall within
Article 49(2)(a) to (d) ("high net worth companies, unincorporated
associations etc.") of the Order (all such persons together being
referred to as "Relevant Persons"). Any person who is not a Relevant
Person must not act or rely on this communication or any of its
contents. Any investment or investment activity to which this
communication relates is available only to Relevant Persons and will
be engaged in only with Relevant Persons.end of announcement euro adhoc
Further inquiry note:
Marcus Handl
Investor Relations
Kapsch TrafficCom AG
Wagenseilgasse 1,1120 Wien, Austria
phone: +43 (0) 50 811 1122
mail: ir.kapschtraffic @ kapsch.net
www.kapschtraffic.com
Branche: Technology
ISIN: AT000KAPSCH9
WKN:
Index: Prime.market
Börsen: Wiener Börse AG / official market