I.D. Systems, Inc. (NASDAQ: IDSY), a leading
provider of enterprise asset management technology, has received
stockholder approval on the proposals related to the company’s
previously announced acquisition of Pointer Telocation Ltd.
(NASDAQ: PNTR; TASE: PNTR).
The transaction was initially announced on March
13, 2019, and I.D. Systems’ stockholders approved the transaction
at a Special Meeting of Shareholders held today, August 29, 2019.
Early today, Pointer Telocation Ltd. shareholders also approved the
acquisition in their Extraordinary General Meeting of
Shareholders.
“Today marks a great leap forward in our pursuit
of creating a powerful, global IoT telematics software and
solutions company,” said Chris Wolfe, CEO of I.D. Systems. “We
believe this acquisition significantly enhances our ability to
drive stockholder value through cashflow generation, sustainable
profitability and growth due to enhanced scale, breadth of product
portfolio and being vertically integrated.”
The completion of the acquisition remains
subject to certain regulatory approvals and certain other customary
closing conditions and is expected to occur in October 2019.
About I.D.
Systems Headquartered in Woodcliff Lake, New Jersey,
with subsidiaries in Florida, Texas, Germany, and the United
Kingdom, I.D. Systems provides its suite of PowerFleet wireless IoT
solutions around the globe 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. I.D. Systems will be
rebranded as PowerFleet (Nasdaq: PWFL) following the close of its
acquisition of Pointer Telocation. For more information, please
visit www.powerfleet.com.
Important Information for Investors and
StockholdersThis report 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 Securities Act of 1933, as
amended (the “Securities Act”).
In connection with the proposed transactions
among Parent, the Company and Pointer, Parent, the Company and
Pointer have filed, and will file, relevant materials with the SEC.
On May 24, 2019, Parent filed with the SEC a registration statement
on Form S-4, as amended on July 1, 2019 and July 23, 2019,
containing a joint proxy statement of the Company and Pointer that
also constitutes a prospectus of Parent. The registration statement
was declared effective by the SEC on July 25, 2019, and the Company
and Pointer commenced mailing the definitive joint proxy
statement/prospectus to stockholders of the Company and Pointer on
or about July 29, 2019 and August 1, 2019, respectively. INVESTORS
AND SECURITY HOLDERS OF THE COMPANY AND POINTER ARE URGED TO READ
THE JOINT PROXY STATEMENT/PROSPECTUS AND OTHER DOCUMENTS THAT HAVE
BEEN OR WILL BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY
WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN
IMPORTANT INFORMATION. Investors and security holders may obtain
free copies of the registration statement and the joint proxy
statement/prospectus and other documents filed with the SEC by
Parent, the Company or Pointer (when available) through the website
maintained by the SEC at www.sec.gov.
Cautionary Note Regarding
Forward-Looking StatementsThis report contains
forward-looking statements within the meaning of federal securities
laws. The Company’s, 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, the Company’s 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
the Company, 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 the Company
or Pointer following the announcement of the transaction agreements
and the proposed transactions; (5) the inability to complete the
proposed transactions; (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
Parent 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 the Company 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 the Company or Pointer may be adversely affected by other
economic or business conditions, and/or competitive factors; (13)
the loss of the Company’s 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 the Company’s or Pointer’s products
and services to continue to develop; (15) the inability to protect
the Company’s 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 the Company’s,
Pointer’s and Parent’s filings with the SEC, including the
Company’s annual report on Form 10-K for the year ended December
31, 2018, Pointer’s annual report on Form 20-F for the year ended
December 31, 2018 and Parent’s registration statement on Form S-4
filed with the SEC on May 24, 2019, as amended on July 1, 2019 and
July 23, 2019. These risks could cause actual results to differ
materially from those expressed in any forward-looking statements
made by, or on behalf of, the Company or Pointer. Unless otherwise
required by applicable law, the Company and Pointer assume no
obligation to update the information contained in this report, and
expressly disclaim any obligation to do so, whether as a result of
new information, future events or otherwise.
I.D. Systems ContactNed Mavrommatis,
CFOned@id-systems.com(201) 996-9000
Investor ContactMatt GloverGateway Investor
RelationsIDSY@gatewayir.com(949) 574-3860
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