FREMONT, Calif. and VANCOUVER, British Columbia – April 13, 2004 – @Road® (Nasdaq: ARDI), a leading provider of mobile resource management (MRM) services, and MDSI (Nasdaq: MDSI, TSX: MMD), a leading provider of mobile workforce management software solutions, today announced that they have signed a definitive agreement providing for the acquisition of MDSI by @Road.
“Our customers and prospects, especially our large customers and prospects, have been asking for an integrated mobile resource management solution that allows them to manage both mobile workers and their work,” stated Krish Panu, @Road president and CEO. “We believe that the complementary integration of the two companies’ products and services will comprehensively address the entire workflow,” continued Mr. Panu.
The planned acquisition of MDSI positions @Road to use software sales and installations to drive new services and subscriptions to a worldwide market. @Road intends to cross-sell the companies’ solutions as well as further develop the combined technologies to provide customers seamlessly integrated services. In addition, the acquisition of MDSI allows @Road to further penetrate key vertical markets, including utilities, telco and cable and broadband markets.
“We believe that this acquisition will help solidify the position of @Road as a worldwide leader in mobile resource management,” concluded Mr. Panu.
Combined trailing 12-month revenues for the two companies total $110 million. Together, the combined companies expect to have close to $100 million in cash balances, 650 employees, more than 125,000 subscribers and more than 80,000 licensed users worldwide.
With a market presence in the United States, Canada, Europe, South Africa and Australia, MDSI’s mobile workforce management software solutions target mid- and large-sized organizations in the utilities, telecommunications and cable industries.
Under the terms of the agreement, MDSI shareholders will be entitled to receive, at the election of the holder, 0.75 shares of @Road common stock or $9.00 in cash for each MDSI share owned. MDSI shareholders who are also Canadian residents will be given the opportunity to elect to receive 0.75 equivalent exchangeable shares in a new @Road Canadian subsidiary for each MDSI share owned. The maximum amount of cash to be issued by @Road in the proposed transaction is capped at $19.5 million. Based on the closing prices of @Road and MDSI common stock on April 12, 2004 and assuming that all MDSI shareholders elect to receive only @Road shares, the transaction is valued at approximately $86 million. If all MDSI shareholders elect to receive @Road common stock, MDSI shareholders will own approximately 10% of outstanding @Road common stock after the completion of the transaction. The transaction has been unanimously approved by the boards of directors of both companies and is subject to customary closing conditions, including the approval of MDSI shareholders and regulatory approvals. This transaction is also subject to approval of the British Columbia Supreme Court. Shareholders representing approximately 5% of MDSI’s outstanding shares have agreed to vote in favor of the transaction. The transaction is expected to close in the third quarter 2004.
“MDSI and @Road share a similar objective – to deliver market-leading products and services to our customers that improve the quality of service and productivity of their mobile workers. We believe that this shared vision will significantly benefit both existing and new customers,” said Erik Dysthe, MDSI’s president, CEO and chairman. “By joining @Road we believe that we will be able to accelerate our product development plans, offer our products to large companies in our core markets that are already @Road customers, and expand into several additional markets where @Road has established itself. We believe that the transaction also offers good value for our shareholders.”
Based on preliminary analyses, when taking into account the effect of purchase accounting, @Road expects the transaction will be dilutive to earnings per share on a GAAP basis in calendar 2004, neutral in 2005 and accretive thereafter. @Road management will provide further information on the expected impact of purchase accounting on the combined company’s financial statements following completion of the transaction.
Upon completion of the acquisition, MDSI will become a wholly-owned subsidiary of @Road, and will remain located in its current headquarters in Richmond, British Columbia. @Road intends to operate MDSI as a division of the company.
All references to dollars and “$” in this press release are to United States dollars.
Please see enclosed press release. Stikeman Elliott acted as Canadian counsel for
@Road with a team that included:
John Leopold (Montreal) Christine Desaulniers (Montreal), John Anderson (Vancouver),
Neville Mcclure (Vancouver), Fred Harvey (Montreal) , Paul Collins (Toronto), Argiro
Kotsalis (Vancouver – Associate).
U.S. counsel for At Road was Heller Ehrman with the lead lawyer being Steve Tonsfeldt.
Piper Jaffray & Co. served as financial advisor to @Road on the transaction. Bear, Stearns & Co. served as financial advisor to MDSI and provided a fairness opinion in respect of the transaction. RBC Dominion Securities Inc. also provided a fairness opinion in respect of the transaction.