Wireless Matrix Corp. of Herndon has signed an agreement to be sold to CalAmp Corp. of California for $53 million.
Wireless Matrix is a Herndon-based provider of software and communications to improve service fleet performance metrics. The companies are both in the wireless and GPS fleet tracking space.
The purchase price represents about 63 cents per share, a 22 percent premium above the one-month weighted average of 52 cents. When the transaction closes, Wireless Matrix will undergo a liquidation and return 100 percent of its capital shareholders.
“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,” Alex Washburn, chairman of the board of Wireless Matrix, said in a statement. “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. Wireless Matrix shareholders will vote on the proposal during a specially convened session in February. The transaction must be approved by the holders of two-thirds of the common shares voted at the meeting. Certain directors, officers and shareholders of Wireless Matrix, holding together approximately 37 percent of the issued and outstanding common shares of the company, have entered into voting agreements under which they have agreed to vote in favor of 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,” Michael Burdiek, president and chief executive officer of CalAmp, said in a statement. “I look forward to leveraging the strengths of our two companies in addressing the needs of the rapidly growing mobile resource management marketplace.”
The agreement is subject to the approval of the shareholders of Wireless Matrix, CalAmp securing funding to complete the purchase, and other closing conditions.
The transaction is expected to close within approximately 90 days.
In addition, Richard Myers has been appointed CEO of Wireless Matrix. Maria C. Izurieta, who has been serving as interim CEO in addition to her role as CFO, has announced her plans to resign from the company. Zalena Khan, the company’s controller, has been named as Wireless Matrix’s interim CFO.
Myers was most recently CEO and co-founder of Intrievex Inc., an information retrieval technology and services company. He previouslys owned a translation company, Sinometrics. He joined the board of directors of Wireless Matrix in March 2012.
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