I.D. Systems, Inc.
(NASDAQ:
IDSY), a leading
provider of enterprise asset management and Industrial Internet of
Things (IoT) technology, and Pointer Telocation Ltd. (NASDAQ:
PNTR), a leading provider of telematics and mobile IoT solutions,
are scheduled to participate at three financial conferences in the
month of May 2019:
B. Riley FBR Investor ConferenceDate: Thursday,
May 23 at 4:00 p.m. Eastern timeLocation: Beverly Hilton Hotel in
Beverly Hills, CAWebcast
Ladenburg Thalmann Technology ExpoDate:
Thursday, May 30, 2019 at 8:30 a.m. Eastern timeLocation: Park
Avenue Convene in New York, NY
Cowen Technology, Media & Telecom (TMT)
ConferenceDate: Thursday, May 30, 2019 (one-on-one
meetings only)Location: Lotte New York Palace in New York, NY
On March 13, 2019, the companies entered into a definitive
agreement whereby I.D. Systems will acquire all of the outstanding
shares of Pointer Telocation in a cash and stock transaction. The
combination will create a leading, global IoT telematics
software-driven business with sustainable recurring revenue and
profitability at competitive scale.
About I.D. Systems Headquartered in Woodcliff
Lake, New Jersey, with subsidiaries in Texas, Florida, Germany and
the United Kingdom, I.D. Systems is a leading global provider of
wireless M2M solutions for securing, controlling, tracking, and
managing high-value enterprise assets such as industrial vehicles,
rental cars, trailers, containers, and cargo. The company’s
patented technologies address the needs of organizations to monitor
and analyze their assets to increase efficiency and productivity,
reduce costs, and improve profitability. For more information,
please visit www.id-systems.com, the content of which does not form
a part of this press release.
About Pointer TelocationFor more than 20 years,
Pointer has rewritten the rules for the MRM market and is a pioneer
in the Connected Car segment. Pointer has deep knowledge of the
needs of the MRM market and developed a full suite of tools,
technology and services to address them. The company's innovative
cloud-based SaaS platform extracts and captures an organization's
critical mobility data points, analyzes it and provides customers
with actionable insights to improve their bottom lines. For more
information, please visit www.pointer.com, the content of which
does not form a part of this press release.
Important Information for Investors and
StockholdersThis communication does not constitute an
offer to sell or the solicitation of an offer to buy any securities
or a solicitation of any vote or approval. It does not constitute a
prospectus or prospectus equivalent document. No offering of
securities shall be made except by means of a prospectus meeting
the requirements of Section 10 of the U.S. Securities Act of 1933,
as amended.
In connection with the proposed transactions, PowerFleet, Inc.,
I.D. Systems and Pointer will file relevant materials with the U.S.
Securities and Exchange Commission (the “SEC”), including a
PowerFleet registration statement on Form S-4 that will include a
joint proxy statement of I.D. Systems and Pointer that also
constitutes a prospectus of PowerFleet, and a definitive joint
proxy statement/prospectus will be mailed to stockholders of I.D.
Systems and Pointer. INVESTORS AND SECURITY HOLDERS OF I.D. SYSTEMS
AND POINTER ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS
AND OTHER DOCUMENTS THAT WILL BE FILED WITH THE SEC CAREFULLY AND
IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION. Investors and security holders will
be able to obtain free copies of the registration statement and the
joint proxy statement/prospectus (when available) and other
documents filed with the SEC by PowerFleet, I.D. Systems or Pointer
through the website maintained by the SEC at www.sec.gov.
Certain Information Regarding ParticipantsI.D.
Systems, Pointer and their respective directors and executive
officers may be considered participants in the solicitation of
proxies in connection with the proposed transaction. Information
about the directors and executive officers of I.D. Systems is set
forth in its Annual Report on Form 10-K for the year ended December
31, 2018, which was filed with the SEC on April 1, 2019, as amended
on April 30, 2019. Information about the directors and executive
officers of Pointer is set forth in its Annual Report on Form 20-F
for the year ended December 31, 2018, which was filed with the SEC
on April 1, 2019. Other information regarding the participants in
the proxy solicitations and a description of their direct and
indirect interests, by security holdings or otherwise, will be
contained in the joint proxy statement/prospectus and other
relevant materials to be filed with the SEC regarding the proposed
transactions when they become available. You may obtain these
documents (when they become available) free of charge through the
website maintained by the SEC at www.sec.gov.
Cautionary Note Regarding Forward-Looking
StatementsThis press release contains forward-looking
statements within the meaning of federal securities laws. I.D.
Systems’, Pointer’s and the combined business’s actual results may
differ from their expectations, estimates and projections and
consequently, you should not rely on these forward-looking
statements as predictions of future events. Words such as “expect,”
“estimate,” “project,” “budget,” “forecast,” “anticipate,”
“intend,” “plan,” “may,” “will,” “could,” “should,” “believes,”
“predicts,” “potential,” “continue,” and similar expressions are
intended to identify such forward-looking statements. These
forward-looking statements include, without limitation, I.D.
Systems’ and Pointer’s expectations with respect to their beliefs,
plans, goals, objectives, expectations, anticipations, assumptions,
estimates, intentions and future performance, as well as
anticipated financial impacts of the proposed transaction, the
satisfaction of the closing conditions to the proposed transaction
and the timing of the completion of the proposed transaction.
Forward-looking statements involve significant known and unknown
risks, uncertainties and other factors, which may cause their
actual results, performance or achievements to be materially
different from the future results, performance or achievements
expressed or implied by such forward-looking statements. All
statements other than statements of historical fact are statements
that could be forward-looking statements. For example,
forward-looking statements include statements regarding: prospects
for additional customers; potential contract values; market
forecasts; projections of earnings, revenues, synergies, accretion
or other financial information of I.D. Systems, Pointer and the
combined business; emerging new products; and plans, strategies and
objectives of management for future operations, including growing
revenue, controlling operating costs, increasing production
volumes, and expanding business with core customers. Most of these
factors are outside the parties’ control and are difficult to
predict. The risks and uncertainties referred to above include, but
are not limited to: (1) the occurrence of any event, change or
other circumstances that could give rise to the termination of the
transaction agreements for the proposed transactions or could
otherwise cause the proposed transactions to fail to close; (2) the
risks or uncertainties of taking on significant new indebtedness
and/or issuance of significant new equity to finance the
transactions; (3) conditions to the closing of the transactions may
not be satisfied and required regulatory approvals may not be
obtained; (4) the outcome of any legal proceedings that may be
instituted against I.D. Systems or Pointer following the
announcement of the transaction agreements and the proposed
transactions; (5) the inability to complete the proposed
transactions, including due to failure to obtain approval of the
stockholders of I.D. Systems or Pointer or other conditions to
closing in transaction agreements; (6) the receipt of an
unsolicited offer from another party for an alternative business
transaction that could interfere with the proposed transactions;
(7) the inability to obtain or maintain the listing of the shares
of common stock of PowerFleet, Inc. on Nasdaq; (8) the risk that
the proposed transactions disrupt current plans and operations as a
result of the announcement and consummation of the proposed
transactions; (9) the ability to recognize the anticipated benefits
of the proposed transactions, which may be affected by, among other
things, the ability of I.D. Systems to integrate successfully the
business, operations and employees of Pointer and the ability of
the combined company to grow and manage growth profitably and
retain its key employees; (10) costs related to the proposed
transactions; (11) changes in applicable laws or regulations; (12)
the possibility that I.D. Systems or Pointer may be adversely
affected by other economic or business conditions, and/or
competitive factors; (13) the loss of I.D. Systems’ or Pointer’s
key customers or reduction in the purchase of products or services
by any such customers; (14) the failure of the market for I.D.
Systems’ or Pointer’s products and services to continue to develop;
(15) the inability to protect I.D. Systems’ or Pointer’s
intellectual property; (16) the effects of competition from a
variety of local, regional, national and other providers of
wireless solutions; and (17) other risks and uncertainties detailed
from time to time in I.D. Systems’ and Pointer’s filings with the
Securities and Exchange Commission, including I.D. Systems’ annual
report on Form 10-K for the year ended December 31, 2017 and
Pointer’s annual report on Form 20-F for the year ended December
31, 2017, and its amended Annual Report on Form 20-F/A for the year
ended December 31, 2017. These risks could cause actual results to
differ materially from those expressed in any forward-looking
statements made by, or on behalf of, I.D. Systems or Pointer.
Unless otherwise required by applicable law, I.D. Systems and
Pointer assume no obligation to update the information contained in
this press release, and expressly disclaim any obligation to do so,
whether as a result of new information, future events or
otherwise.
I.D. Systems Company Contact Ned Mavrommatis,
CFO ned@id-systems.com (201) 996-9000
I.D. Systems Investor Contact Matt Glover
Gateway Investor Relations IDSY@gatewayIR.com (949)
574-3860
Pointer Telocation Company Contact Yaniv
Dorani, CFO yanivd@pointer.com+972-3-5723111
Pointer Telocation Investor Contact Brett
Maas Hayden IR, LLC brett@haydenir.com(646)
536-7331
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