UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the
Registrant
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Filed by
a party other than the Registrant
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Check the appropriate box:
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to §240.14a-12
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FLEETMATICS GROUP PLC
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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x
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No fee required.
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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(1)
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Title of each class of securities to which transaction applies:
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(2)
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Aggregate number of securities to which transaction applies:
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(3)
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing
fee is calculated and state how it was determined):
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(4)
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Proposed maximum aggregate value of transaction:
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(5)
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Total fee paid:
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
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(1)
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Amount previously paid:
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(2)
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Form, Schedule or Registration Statement No.:
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(3)
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Filing party:
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(4)
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Date Filed:
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On August 1, 2016, Fleetmatics Group PLC, a public limited company incorporated in Ireland (the
Company), announced that the Company and Verizon Communications Inc., a Delaware corporation (Verizon), had reached agreement on the terms of a recommended acquisition for cash of the entire issued and to be issued share
capital of the Company, whereby Verizon Business International Holdings B.V., a private limited company incorporated under the laws of the Netherlands and a wholly-owned subsidiary of Verizon, will acquire all of the issued and to be issued share
capital of the Company not already owned by Verizon or its subsidiaries for cash by means of a scheme of arrangement under Chapter 1 of Part 9 of the Irish Companies Act of 2014 and in accordance with the Irish Takeover Panel Act 1997, Takeover
Rules 2013, as amended (the proposed acquisition by Verizon of the Company is referred to as the Acquisition).
In connection with the
Acquisition, the Company sent an email message to Company employees on August 18, 2016.
****
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TO:
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All Employees
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FROM:
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Jill Ward
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DATE:
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August 18, 2016
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RE:
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Verizon/Fleetmatics Acquisition Continuing Communications
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Hi everyone,
One very common
set of questions that continues to come up relates to employee compensation and benefits following the completion of the merger. Id like to share some summary information here, as well as direct you to the acquisition agreement that
provides more detail, if you would like to read it yourself. In short, as part of the agreement, for a period of one year following the acquisition, Verizon has agreed to the following:
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Pay employees of Fleetmatics at least the same base salary or wage rate, as applicable, as they received immediately prior to the acquisition.
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Provide employee benefits (other than equity-related benefits) that in the aggregate are substantially comparable to either those made available to similarly-situated Verizon employees or to those provided to
Fleetmatics employees as a group immediately prior to the acquisition, or any combination of the two.
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Additionally, Verizon has agreed for
fiscal year 2016 to continue to offer the same cash bonus opportunities for eligible employees as was in effect immediately prior to the closing of the acquisition (in terms of performance metrics and target bonus as a percentage of base
compensation).
Please note that these obligations are effective with respect to employees only during their period of employment, for one year from the
acquisition date or fiscal year 2016 in the case of cash bonus opportunities.
With regard to tenure and years of service and its impact on benefit plans,
its important to point out that generally speaking each employee will be credited with his or her years with Fleetmatics and any company we have previously acquired to the same extent provided to Fleetmatics employees prior to the
acquisition.
For more information about any of the above, please review our agreement with Verizon
(and specifically Article 7.4 Employment and
Benefit Matters on page 78 of the
Rule 2.5 Announcement
)
which is available on Fleetmatics Investor Relations website page.
Well continue to discuss questions you have related to the acquisition as we go forward.
Please remember that at this juncture we are business as usual, and we need to stay focused on our customers and our goals!
Thanks, everyone, for all you do.
Jill
Cautionary Statement Regarding Forward-Looking Statements
This information contained in this document contains forward-looking statements. These statements are based on estimates and assumptions and are subject to
risks and uncertainties. Forward-looking statements include estimated or anticipated future results, or other non-historical facts concerning Fleetmatics Group PLC (the Company) and its subsidiaries. Forward-looking statements also
include those preceded or followed by the words will, may, could, would, to be, might, believe, anticipate, expect, plan,
estimate, forecast, future, positioned, potential, intend, continue, remain, scheduled, outlook, set to,
subject to, upcoming, target or similar expressions. For those statements, the Company claims the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform
Act of 1995. These forward-looking statements are based on managements current expectations and beliefs about future events. As with any projection or forecast, they are inherently susceptible to uncertainty and changes in circumstances.
Except as required by law, we are under no obligation to, and expressly disclaim any obligation to, update or alter any forward-looking statements whether as a result of such changes, new information, subsequent events or otherwise. Various factors
could adversely affect our operations, business or financial results in the future and cause our actual results to differ materially from those contained in the forward-looking statements, including those factors discussed in detail in the
Company filings with the Securities and Exchange Commission (SEC), including those discussed in the Companys Annual Report on Form 10-K for the year ended December 31, 2015 and Amendment No. 1 thereto under the heading
Risk Factors, as updated from time to time by the Companys Quarterly Reports on Form 10-Q and other documents of the Company on file with the SEC or in the proxy statement on Schedule 14A that will be filed with the SEC by the
Company. There may be additional risks that neither the Company nor Verizon Communications Inc. (Verizon) presently know or that the Company and Verizon currently believe are immaterial that could also cause actual results to differ from
those contained in the forward-looking statements. In addition, forward-looking statements provide the Companys and Verizons expectations, plans or forecasts of future events and views as of the date of this report. The Company and
Verizon anticipate that subsequent events and developments will cause the Companys and Verizons assessments to change. However, while the Company and Verizon may elect to update these forward-looking statements at some point in the
future, the Company and Verizon specifically disclaim any obligation to do so. These forward-looking statements should not be relied upon as representing the Companys and Verizons assessments as of any date subsequent to the date of this
report.
Important Additional Information to be Filed with the SEC
The Company, Verizon and Verizon Business International Holdings B.V. (Bidco) are parties to a Transaction Agreement, dated July 30, 2016 (the
Transaction Agreement). In connection with the Acquisition (as defined in the Transaction Agreement), the Company will file with the SEC and mail or otherwise provide to its shareholders a proxy statement regarding the proposed
transaction. INVESTORS AND SHAREHOLDERS ARE URGED TO READ THE PROXY STATEMENT (INCLUDING THE SCHEME DOCUMENT) AND OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE COMPANY, THE ACQUISITION AND RELATED MATTERS. Investors and security holders will be able to obtain free copies of the proxy statement (including the Scheme Document) and other documents filed by the Company with the SEC at
www.sec.gov
. In addition, investors and shareholders will be able to obtain free copies of the proxy statement (including the Scheme Document) and other documents filed by the Company at ir.fleetmatics.com or by calling 781.577.4657.
Participants in the Solicitation
The Company and its
directors, officers and employees may be considered participants in the solicitation of proxies from the Company shareholders in respect of the transactions contemplated by this report. Information regarding the persons who may, under the rules of
the SEC, be deemed participants in the solicitation of the Company shareholders in connection with the proposed transactions, including names, affiliations and a description of their direct or indirect interests, by security holdings or otherwise,
will be set forth in the proxy statement and other relevant materials to be filed with the SEC. Information concerning the interests of the Companys participants in the solicitation, which may, in some cases, be different than those of the
Companys shareholders generally, is set
forth in the materials filed by the Company with the SEC, including in the proxy statement for the Companys 2016 Annual General Meeting of Shareholders, which was filed with the SEC on June
22, 2016, as supplemented by other Company filings with the SEC, and will be set forth in the proxy statement relating to the transaction when it becomes available.
Statements Required by the Irish Takeover Rules
The
Companys directors accept responsibility for the information contained in this document relating to the Company and its subsidiaries and its directors and members of their immediate families, related trusts and persons connected with them. To
the best of the knowledge and belief of the Companys directors (who have taken all reasonable care to ensure such is the case), the information contained in this document for which they accept responsibility is in accordance with the facts and
does not omit anything likely to affect the import of such information.
The information contained in this document is for information purposes only and
is not intended to, and does not, constitute or form any part of any offer or invitation, or the solicitation of an offer, to purchase or otherwise acquire, subscribe for, sell or otherwise dispose of any securities or the solicitation of any vote
or approval in any jurisdiction pursuant to the Acquisition or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. The Acquisition will be made solely by means of
the Scheme Document (or, if applicable, the Takeover Offer Document, each as defined in the Transaction Agreement), which will contain the full terms and conditions of the Acquisition, including details of how to vote in respect of the Acquisition.
Any decision in respect of, or other response to, the Acquisition, should be made only on the basis of the information contained in the Scheme Document (or, if applicable, the Takeover Offer Document).
The information contained in this document does not constitute a prospectus or a prospectus equivalent document.
Disclosure Requirements of the Irish Takeover Rules
Under the provisions of Rule 8.3 of the Irish Takeover Rules, if any person is, or becomes, interested (directly or indirectly) in, 1% or more of
any class of relevant securities of the Company, all dealings in any relevant securities of the Company (including by means of an option in respect of, or a derivative referenced to, any such relevant
securities) must be publicly disclosed by not later than 3:30 pm (Irish time) on the business day following the date of the relevant transaction. This requirement will continue until the date on which the offer period
ends. If two or more persons co-operate on the basis of any agreement, either express or tacit, either oral or written, to acquire an interest in relevant securities of the Company, they will be deemed to be a single person
for the purpose of Rule 8.3 of the Irish Takeover Rules.
Under the provisions of Rule 8.1 of the Irish Takeover Rules, all dealings in
relevant securities of the Company by Verizon or Bidco, or by any party acting in concert with either of them, must also be disclosed by no later than 12 noon (Irish time) on the business day following the date of the
relevant transaction.
A disclosure table, giving details of the companies in whose relevant securities dealings should be
disclosed, can be found on the Irish Takeover Panels website at
www.irishtakeoverpanel.ie
.
Interests in securities arise, in
summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of securities. In particular, a person will be treated as having an interest by virtue of the ownership or control of securities,
or by virtue of any option in respect of, or derivative referenced to, securities.
Terms in quotation marks are defined in the Irish Takeover Rules,
which can also be found on the Irish Takeover Panels website. If you are in any doubt as to whether or not you are required to disclose a dealing under Rule 8, please consult the Irish Takeover Panels website at
www.irishtakeoverpanel.ie
or contact the Irish Takeover Panel on telephone number +353 1 678 9020 or fax number +353 1 678 9289.
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