@Road to Acquire Vidus Limited
Posted: 12.30.04 -


@Road(r)(Nasdaq: ARDI), a leading provider of mobile resource management (MRM) services, and Vidus Limited, a leading provider of dynamic field service automation solutions, today announced that they have signed a definitive agreement providing for the acquisition of Vidus 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 allow us to offer a dynamic mobile resource management solution to manage both mobile workers and their work," continued Mr. Panu.

The planned acquisition of Vidus positions @Road to:

- integrate the best-of-breed technology for dynamic scheduling, dispatching, routing, and appointment booking of mobile workers;

-expand business to Europe and other international markets;

-use software sales and installations to drive new services and subscriptions to a worldwide market;

-cross-sell the companies' solutions as well as further develop the combined technologies to provide customers with seamlessly integrated services;

-further penetrate key vertical markets, including utilities, telco and cable and broadband markets;

-access large enterprise customer prospects.

"We believe that this acquisition opens the door to @Road becoming a worldwide leader in mobile resource management," concluded Mr. Panu.

With a strong market presence in Europe, the Vidus dynamic field service automation software solutions targets mid- and large-sized organizations in
the utilities, telecommunications and cable industries. Vidus has more
than 100 employees worldwide, with a presence in the U.K., Germany, Hungary, Italy, France, Spain and North America. Major customers include British Telecommunications, Centrica/British Gas and NTL. Since its inception in 2003, Vidus has entered into customer contracts with a minimum contracted value of approximately £25 million to £30 million, which range from 3 years to 5 years in duration.

"Vidus 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 Martin Knestrick, Vidus's CEO. "By joining @Road we believe that we will be able to accelerate our product development plans, offer our products to companies in 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."

Under the terms of the agreement, @Road will issue 5.6 million shares of its common stock and newly created interest-bearing redeemable preferred stock in face amount of approximately $10 million, and it will extinguish for cash existing debt of approximately $4.4 million in exchange for all of the outstanding shares of Vidus capital stock and all vested options to purchase shares of Vidus capital stock. Approximately one year after completion, the total consideration is subject to an adjustment of not more than approximately $16 million based on the highest average closing price of @Road common stock over a specified period. The total of all consideration after taking into account the effect of the adjustment, if any, is capped at approximately $54.7 million excluding transaction fees. @Road will affect the acquisition through the direct purchase of all of the outstanding Vidus preferred shares from the sole Vidus preferred shareholder and will make an exchange offer to acquire all of the Vidus common shares and vested options to purchase Vidus common shares. The transaction has been unanimously approved by the boards of directors of both companies and is subject to customary closing conditions, including the acceptance of the exchange by the holders of Vidus common shares. Holders of approximately 94 percent of the outstanding Vidus common shares have agreed to exchange their Vidus common shares in the exchange offer. The transaction is expected to close in the first quarter 2005.

The transaction will be accounted for under the purchase method of accounting. @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, Vidus will become a wholly-owned subsidiary of @Road and will remain located in its current headquarters in Ipswich, United Kingdom. @Road intends to operate Vidus as a division of the company.

 


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