@ROAD ENTERS INTO AGREEMENT TO PURCHASE ASSETS OF MOBILEARIA
Written by @Road, Inc.
Wednesday, 12 July 2006
Assets to be Purchased Include Contract for MRM with Verizon Communications
FREMONT, Calif. – July 11, 2006 – @Road, Inc. (Nasdaq: ARDI), a global provider of next-generation solutions for Mobile Resource Management (“MRM”), announced that it entered into an Asset Sale and Purchase Agreement dated July 7, 2006 by and between @Road and MobileAria, Inc., a Delaware corporation, pursuant to which @Road will, subject to the terms thereof, purchase substantially all the assets of MobileAria (the “Purchase”). Under the terms of the agreement, @Road will pay cash consideration of $11.4 million for the acquired assets and will assume certain liabilities of MobileAria.
On July 6, 2006, @Road participated in an auction for the sale of substantially all the assets of MobileAria, a debtor-in-possession in a bankruptcy case pending in the United States Bankruptcy Court for the Southern District of New York and a 71% owned subsidiary of Delphi Automotive Systems LLC. At the conclusion of the auction, MobileAria announced that @Road had submitted the highest and otherwise best bid. Consummation of the sale is subject to court approval and subject to objection by parties in interest. If approved by the court, @Road expects the sale to be consummated by the end of July 2006.
@Road and MobileAria have made customary representations, warranties and covenants in the agreement, including among others, covenants that require MobileAria to seek court approval of the transaction and to use reasonable best efforts to obtain third party and other approvals required in connection with the transaction. The agreement contains certain termination rights for both @Road and MobileAria, and provides that in the event of termination under specified circumstances, @Road may be required to relinquish to MobileAria a $500,000 deposit made with a third party escrow agent.
Included among the MobileAria assets to be purchased is a contract to provide MRM services to Verizon Communications. Additional details relating to the transaction and its financial implications will be discussed during the Company’s second quarter financial results conference call, tentatively scheduled for late July.
The closing of the Purchase is subject to the satisfaction or waiver of conditions customary to transactions of this type, including among others, entry by the court of an order approving the Purchase and adoption of the agreement by the requisite approval of MobileAria’s stockholders.
It is @Road policy to recognize a quiet period at the end of each quarter. The quiet periods begin on the day after the fiscal quarter/year end and terminate when @Road releases its financial results for such quarter/year. During these periods, @Road representatives are precluded from having conversations with members of the investment community.
About @Road
@Road, Inc. is a leading global provider of solutions designed to automate the management of mobile resources and to optimize the service delivery process for customers across a variety of industries. @Road delivers Mobile Resource Management solutions in three key areas: Field Force Management, Field Service Management and Field Asset Management. By providing real-time Mobile Resource Management infrastructure integrating wireless communications, location-based technologies, transaction processing and the Internet, @Road solutions are designed to provide a secure, scalable, upgradeable, enterprise-class platform, and are offered in on-demand software delivery, on-premise or hybrid environments that can seamlessly connect mobile workers in the field to real-time corporate data. @Road is headquartered in Fremont, Calif., and has a global presence with offices in North America, Europe and Asia. For more information on @Road solutions, visit www.road.com.
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