NAVTEQ Closes Acquisition of Traffic.com
06 Marzo 2007 - 10:45PM
PR Newswire (US)
CHICAGO, March 6 /PRNewswire-FirstCall/ -- NAVTEQ (NYSE:NVT), a
leading global provider of digital maps for vehicle navigation and
location-based solutions, today completed its previously announced
acquisition of Traffic.com, Inc. (NASDAQ:TRFC), a leading provider
of personalized traffic information for drivers coast-to-coast. In
accordance with the terms of the acquisition, as announced on
November 6, 2006, NAVTEQ acquired all the outstanding shares of
common stock of Traffic.com. The total consideration to be paid in
the transaction is approximately $177 million, subject to pending
elections by stockholders and certain option holders of
Traffic.com. NAVTEQ and Traffic.com have agreed to extend the
deadline for holders of Traffic.com common stock and certain
options to purchase Traffic.com common stock, who may elect the
type of merger consideration they prefer to receive, and for
warrant holders who are exchanging their warrants to purchase
shares of Traffic.com stock for shares of NAVTEQ common stock from
5:00 p.m., Eastern Time, on March 20, 2007 to the same time on
March 27, 2007. Holders of Traffic.com common stock and certain
options to purchase Traffic.com common stock may elect to receive
(subject to certain conditions, including those pertaining to
pro-ration) merger consideration of either (i) $8.00 in cash,
without interest, or (ii) 0.235 shares of NAVTEQ common stock (in
the case of holders of options, less the exercise price of such
options and any applicable tax withholding amounts). The extension
of the election deadline is intended to permit a sufficient amount
of time for such holders to submit their forms of election and
letters of transmittal, as applicable, for processing and payment
by NAVTEQ's exchange agent, who is handling these matters. About
NAVTEQ NAVTEQ is a leading provider of comprehensive digital map
information for automotive navigation systems, mobile navigation
devices, Internet-based mapping applications, and government and
business solutions. NAVTEQ creates the digital maps and map content
that power navigation and location-based services solutions around
the world. The Chicago-based company was founded in 1985 and has
approximately 2,200 employees located in 144 offices in 27
countries. NAVTEQ is a trademark in the U.S. and other countries.
All rights reserved. About Traffic.com Traffic.com(R) is a leading
provider of personalized traffic information for drivers
coast-to-coast. Through the industry's most advanced data
collection infrastructure, Traffic.com provides comprehensive
coverage to 50 Designated Market Areas (DMAs) encompassing 83 of
the most traffic congested U.S. cities. Traffic.com solutions
include predictive traffic trends, vehicle speeds, congestion
levels, travel times, and delay times. Customers include broadcast
media, interactive, portable navigation, data services businesses
and government agencies, and solutions are delivered via radio,
television, Web, wireless device, and in-vehicle navigation
systems. Traffic.com's unique multi-platform distribution network
creates unique, powerful branding opportunities for advertisers,
enabling them to expand their reach and target consumers with
useful, relevant content multiple times per day. Traffic.com's
business partners include AOL, Comcast, Garmin International Inc.,
Microsoft, NAVTEQ, The Weather Channel(R), and XM Satellite Radio.
This document may include certain "forward-looking statements"
within the meaning of the Private Securities Litigation Reform Act
of 1995. These forward-looking statements include, but are not
limited to, plans, objectives, expectations and intentions and
other statements contained in this press release that are not
historical facts and statements identified by words such as
"expects", "anticipates", "intends", "plans", "believes", "seeks",
"estimates" or words of similar meaning. The statements are based
on our current beliefs or expectations and are inherently subject
to various risks and uncertainties, including those set forth under
"Item 1A. Risk Factors" in the Company's Annual Report on Form 10-K
for the year ended December 31, 2006, as filed with the Securities
and Exchange Commission. Actual results may differ materially from
these expectations due to changes in global political, economic,
business, competitive, market and regulatory factors. NAVTEQ does
not undertake any obligation to update any forward-looking
statements contained in this document. A Registration Statement on
Form S-4, containing a proxy statement/prospectus of NAVTEQ and
Traffic.com relating to the merger of NAVTEQ and Traffic.com was
declared effective by the SEC on February 1, 2007. The definitive
proxy statement/prospectus was sent to security holders of
Traffic.com on February 1, 2007 and the merger was approved on
March 6, 2007. Investors and security holders are urged to read
carefully the definitive proxy statement/prospectus and any other
relevant documents filed by either party with the SEC before making
any investment decision or election regarding merger consideration
because they will contain important information regarding NAVTEQ,
Traffic.com and the merger. The documents filed with the SEC by
NAVTEQ may be obtained free of charge from NAVTEQ's website at
http://www.navteq.com/ or by directing a request to NAVTEQ
Corporation, 222 Merchandise Mart, Suite 900, Chicago, Illinois
60654, Attention: Investor Relations, telephone: (312) 894-7500.
The documents filed with the SEC by Traffic.com may be obtained
free of charge from Traffic.com's website at
http://www.traffic.com/ or by directing a request to Traffic.com,
Inc., 851 Duportail Road, Wayne, Pennsylvania, 19087, Attention:
Investor Relations, telephone: (610) 725-9700. The documents filed
by NAVTEQ and Traffic.com are also available free of charge from
the SEC's website at http://www.sec.gov/. This document shall not
constitute an offer to sell or the solicitation of an offer to buy
any securities, nor shall there be any sale of securities in any
jurisdiction in which such offer, solicitation or sale would be
unlawful prior to the registration or qualification under the
securities laws of any such jurisdiction. No offering of the
securities shall be made except by means of a prospectus meeting
the requirements of Section 10 of the Securities Act of 1933, as
amended. (Logo:
http://www.newscom.com/cgi-bin/prnh/20060313/NAVTEQLOGO)
http://www.newscom.com/cgi-bin/prnh/20060313/NAVTEQLOGO
http://photoarchive.ap.org/ DATASOURCE: NAVTEQ Corporation CONTACT:
Editorial, Jennifer Schuh of NAVTEQ Corporation, +1-312-894-3913, ;
or Bob Richter, +1-212-802-8588, , for NAVTEQ Corporation; or
Investor Relations, Thomas R. Fox of NAVTEQ Corporation,
+1-312-894-7500, Web site: http://www.navteq.com/
http://www.traffic.com/
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