Welcome!

News Feed Item

Omnitracs to Acquire XRS Corporation

Agreement Exemplifies and Strengthens Omnitracs' Commitment to Leading the Transportation and Logistics Technology Market

SAN DIEGO, Sept. 2, 2014 /PRNewswire/ -- Omnitracs, LLC, a leading provider of fleet management solutions to transportation and logistics companies, today announced that it has agreed to acquire XRS Corporation (NASDAQ: XRSC), a leader in mobile fleet optimization software. Subject to the terms and conditions of the definitive agreement, Omnitracs will pay $5.60 per share of XRS, which equates to $178 million in equity value. 

XRS Corp. delivers software solutions that help trucking companies manage their fleets, comply with regulations, and reduce operating costs. XRS has led the trucking industry's migration to mobile devices for collecting and analyzing compliance and management data.

Both Omnitracs and XRS have been pioneers in developing fleet management and compliance technology. The combined company will continue to provide products and services that help fleets stay safe and improve productivity.

"This agreement to purchase XRS represents another milestone in the renewed growth of Omnitracs and further demonstrates our continued commitment to retaining and advancing our position as the leading software provider within the transportation and logistics industry," said John Graham, CEO of Omnitracs. "XRS has built a significant business focused on delivering transportation management solutions via mobile devices, and we believe this is a great addition to our suite of offerings. Whether building on the strength of our core technology or expanding our portfolio, we continually seek opportunities to drive innovation and deliver long-term value to our current and future customers."

"The acquisition delivers an attractive premium for our shareholders, and for our employees and customers we are thrilled to become a key component of the broader Omnitracs portfolio," said Jay Coughlan, chairman and CEO of XRS. "With complementary solutions designed to meet the varying needs of fleets across the transportation and logistics industry spectrum, our combined organizations can continue to innovate and deliver end-to-end solutions for our customers."

In December 2013, Omnitracs acquired Roadnet Technologies, a leading provider of fleet management software solutions to private fleets. Other previous acquisitions include Sylectus and FleetRisk Advisors, which is now Omnitracs Analytics.

The merger agreement was unanimously approved by the board of directors of XRS.  Omnitracs' acquisition of XRS is subject to customary closing conditions, including approval of the merger by holders of shares representing a majority of the outstanding voting power of XRS and expiration or termination of the waiting period under the Hart-Scott-Rodino Act. XRS shareholders holding a majority of the outstanding voting power of XRS, including Trident Capital and Technology Crossover Ventures, have entered into voting agreements to vote their shares in favor of the merger unless the merger agreement shall have been terminated.  Omnitracs expects to complete the acquisition in the fourth quarter of 2014.

Jefferies acted as financial advisor to Omnitracs. Kirkland & Ellis acted as legal counsel to Omnitracs. Committed financing for the transaction is being provided by Royal Bank of Canada, Credit Suisse, and Guggenheim. William Blair acted as financial advisor to XRS Corporation. Faegre Baker Daniels acted as legal counsel to XRS Corporation. 

About Omnitracs, LLC

Omnitracs is the leading provider of fleet management solutions including software applications, information services, and hardware platforms for private and for-hire fleets.  The company's intuitive technologies, including solutions for safety and compliance, fuel efficiency, driver retention, fleet productivity, GPS fleet tracking, and fleet maintenance, enable its customers to solve common fleet problems and achieve their business objectives. Having pioneered the telematics industry more than 25 years ago as a business unit of Qualcomm, today, Omnitracs continues to serve more than 2,500 private and for-hire fleet customers and more than 270,000 vehicles throughout North American and Latin America.  Omnitracs, LLC is part of the Vista Equity Partners portfolio of companies. For more information, please visit www.omnitracs.com.

About XRS Corporation

XRS Corporation delivers fleet management and compliance software solutions to the trucking industry to help maintain regulatory compliance and reduce operating costs. XRS Corporation is leading the trucking industry's migration to mobile devices for collecting and analyzing compliance and management data. Its mobile solutions have no upfront hardware costs and run on smartphones, tablets and rugged handhelds. XRS Corporation has sales and distribution partnerships with the major wireless carriers supporting the U.S. and Canadian trucking industries. For more information, visit http://xrscorp.com/ or call 1-800-745-9282.  

About Vista Equity Partners

Vista Equity Partners, a U.S.-based private equity firm with offices in Austin, Chicago and San Francisco, with approximately $13 billion in cumulative capital commitments, currently invests in dynamic, successful technology-based organizations led by world-class management teams with long-term perspective. Vista is a value-added investor, contributing professional expertise and multi-level support towards companies realizing their full potential. Vista's investment approach is anchored by a sizable long-term capital base, experience in structuring technology-oriented transactions, and proven management techniques that yield flexibility and opportunity in private equity investing. For more information, please visit www.vistaequitypartners.com

Important Additional Information and Where to Find It

In connection with the proposed transaction, XRS intends to file a proxy statement with the Securities and Exchange Commission (the "SEC") and mail it to its shareholders. Shareholders of XRS are urged to read the proxy statement and the other relevant material when they become available because they will contain important information about XRS, Omnitracs and its affiliates, the proposed transaction and related matters. SHAREHOLDERS ARE URGED TO CAREFULLY READ THE PROXY STATEMENT AND THE OTHER RELEVANT MATERIALS WHEN THEY BECOME AVAILABLE BEFORE MAKING ANY VOTING OR INVESTMENT DECISION WITH RESPECT TO THE PROPOSED MERGER. The proxy statement and other relevant materials (when available), and any and all documents filed by XRS with the SEC, may also be obtained for free at the SEC's website at www.sec.gov. In addition, investors and security holders may obtain free copies of the documents filed with the SEC by XRS by directing a written request to XRS, Attention: Corporate Secretary, 965 Prairie Center Drive Eden Prairie, Minnesota.

This announcement is neither a solicitation of proxy, an offer to purchase nor a solicitation of an offer to sell shares of XRS. XRS, its executive officers and directors may be deemed to be participants in the solicitation of proxies from the security holders of XRS in connection with the proposed merger. Information about those executive officers and directors of XRS and their ownership of XRS common stock is set forth in the XRS proxy statement for its 2014 Annual Meeting of Shareholders, which was filed with the SEC on January 10, 2014, and its Annual Report on Form 10-K for the fiscal year ended September 30, 2013, which was filed with the SEC on December 20, 2013. These documents may be obtained for free at the SEC's website at www.sec.gov, and from XRS by contacting XRS, Attention: Corporate Secretary, 965 Prairie Center Drive Eden Prairie, Minnesota. Additional information regarding the interests of participants in the solicitation of proxies in connection with the transaction will be included in the proxy statement that XRS intends to file with the SEC. 

Forward-Looking Statements

This release may include predictions, estimates and other information that might be considered forward-looking statements, including, without limitation, statements relating to the completion of this transaction. These statements are based on current expectations and assumptions that are subject to risks and uncertainties. Actual results could differ materially from those anticipated as a result of various factors, including: (1) XRS may be unable to obtain shareholder approval as required for the transaction; (2) conditions to the closing of the transaction may not be satisfied; (3) the transaction may involve unexpected costs, liabilities or delays; (4) the business of XRS may suffer as a result of uncertainty surrounding the transaction; (5) the outcome of any legal proceedings related to the transaction; (6) XRS may be adversely affected by other economic, business, and/or competitive factors; (7) the occurrence of any event, change or other circumstances that could give rise to the termination of the transaction agreement; (8) the ability to recognize benefits of the transaction; (9) risks that the transaction disrupts current plans and operations and the potential difficulties in employee retention as a result of the transaction; and (10) other risks to consummation of the transaction, including the risk that the transaction will not be consummated within the expected time period or at all. Additional factors that may affect the future results of XRS are set forth in its filings with the SEC, including its Annual Report on Form 10-K for the fiscal year ended September 30, 2013, which is available on the SEC's website at www.sec.gov. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date thereof. Except as required by applicable law, XRS undertakes no obligation to update forward-looking statements to reflect events or circumstances after the date thereof.

SOURCE Omnitracs, LLC

More Stories By PR Newswire

Copyright © 2007 PR Newswire. All rights reserved. Republication or redistribution of PRNewswire content is expressly prohibited without the prior written consent of PRNewswire. PRNewswire shall not be liable for any errors or delays in the content, or for any actions taken in reliance thereon.

Latest Stories
"With Digital Experience Monitoring what used to be a simple visit to a web page has exploded into app on phones, data from social media feeds, competitive benchmarking - these are all components that are only available because of some type of digital asset," explained Leo Vasiliou, Director of Web Performance Engineering at Catchpoint Systems, in this SYS-CON.tv interview at DevOps Summit at 20th Cloud Expo, held June 6-8, 2017, at the Javits Center in New York City, NY.
21st International Cloud Expo, taking place October 31 - November 2, 2017, at the Santa Clara Convention Center in Santa Clara, CA, will feature technical sessions from a rock star conference faculty and the leading industry players in the world. Cloud computing is now being embraced by a majority of enterprises of all sizes. Yesterday's debate about public vs. private has transformed into the reality of hybrid cloud: a recent survey shows that 74% of enterprises have a hybrid cloud strategy. Me...
SYS-CON Events announced today that DXWorldExpo has been named “Global Sponsor” of SYS-CON's 21st International Cloud Expo, which will take place on Oct 31 – Nov 2, 2017, at the Santa Clara Convention Center in Santa Clara, CA. Digital Transformation is the key issue driving the global enterprise IT business. Digital Transformation is most prominent among Global 2000 enterprises and government institutions.
SYS-CON Events announced today that Datera, that offers a radically new data management architecture, has been named "Exhibitor" of SYS-CON's 21st International Cloud Expo ®, which will take place on Oct 31 - Nov 2, 2017, at the Santa Clara Convention Center in Santa Clara, CA. Datera is transforming the traditional datacenter model through modern cloud simplicity. The technology industry is at another major inflection point. The rise of mobile, the Internet of Things, data storage and Big...
Kubernetes is an open source system for automating deployment, scaling, and management of containerized applications. Kubernetes was originally built by Google, leveraging years of experience with managing container workloads, and is now a Cloud Native Compute Foundation (CNCF) project. Kubernetes has been widely adopted by the community, supported on all major public and private cloud providers, and is gaining rapid adoption in enterprises. However, Kubernetes may seem intimidating and complex ...
"Outscale was founded in 2010, is based in France, is a strategic partner to Dassault Systémes and has done quite a bit of work with divisions of Dassault," explained Jackie Funk, Digital Marketing exec at Outscale, in this SYS-CON.tv interview at 20th Cloud Expo, held June 6-8, 2017, at the Javits Center in New York City, NY.
"We focus on SAP workloads because they are among the most powerful but somewhat challenging workloads out there to take into public cloud," explained Swen Conrad, CEO of Ocean9, Inc., in this SYS-CON.tv interview at 20th Cloud Expo, held June 6-8, 2017, at the Javits Center in New York City, NY.
"I think DevOps is now a rambunctious teenager – it’s starting to get a mind of its own, wanting to get its own things but it still needs some adult supervision," explained Thomas Hooker, VP of marketing at CollabNet, in this SYS-CON.tv interview at DevOps Summit at 20th Cloud Expo, held June 6-8, 2017, at the Javits Center in New York City, NY.
"We are still a relatively small software house and we are focusing on certain industries like FinTech, med tech, energy and utilities. We help our customers with their digital transformation," noted Piotr Stawinski, Founder and CEO of EARP Integration, in this SYS-CON.tv interview at 20th Cloud Expo, held June 6-8, 2017, at the Javits Center in New York City, NY.
"We've been engaging with a lot of customers including Panasonic, we've been involved with Cisco and now we're working with the U.S. government - the Department of Homeland Security," explained Peter Jung, Chief Product Officer at Pulzze Systems, in this SYS-CON.tv interview at @ThingsExpo, held June 6-8, 2017, at the Javits Center in New York City, NY.
"We're here to tell the world about our cloud-scale infrastructure that we have at Juniper combined with the world-class security that we put into the cloud," explained Lisa Guess, VP of Systems Engineering at Juniper Networks, in this SYS-CON.tv interview at 20th Cloud Expo, held June 6-8, 2017, at the Javits Center in New York City, NY.
Your homes and cars can be automated and self-serviced. Why can't your storage? From simply asking questions to analyze and troubleshoot your infrastructure, to provisioning storage with snapshots, recovery and replication, your wildest sci-fi dream has come true. In his session at @DevOpsSummit at 20th Cloud Expo, Dan Florea, Director of Product Management at Tintri, provided a ChatOps demo where you can talk to your storage and manage it from anywhere, through Slack and similar services with...
As enterprise cloud becomes the norm, businesses and government programs must address compounded regulatory compliance related to data privacy and information protection. The most recent, Controlled Unclassified Information and the EU’s GDPR have board level implications and companies still struggle with demonstrating due diligence. Developers and DevOps leaders, as part of the pre-planning process and the associated supply chain, could benefit from updating their code libraries and design by in...
"Peak 10 is a hybrid infrastructure provider across the nation. We are in the thick of things when it comes to hybrid IT," explained Michael Fuhrman, Chief Technology Officer at Peak 10, in this SYS-CON.tv interview at 20th Cloud Expo, held June 6-8, 2017, at the Javits Center in New York City, NY.
SYS-CON Events announced today that Calligo, an innovative cloud service provider offering mid-sized companies the highest levels of data privacy and security, has been named "Bronze Sponsor" of SYS-CON's 21st International Cloud Expo ®, which will take place on Oct 31 - Nov 2, 2017, at the Santa Clara Convention Center in Santa Clara, CA. Calligo offers unparalleled application performance guarantees, commercial flexibility and a personalised support service from its globally located cloud plat...