Iteris Shareholders to Receive $7.20 Per Share
in Cash, Representing Significant Premium of 68%
Iteris, Inc. (NASDAQ: ITI) (“Iteris” or the “Company”), the
world’s trusted technology ecosystem for smart mobility
infrastructure management, today announced that it has entered into
a definitive merger agreement to be acquired by Almaviva S.p.A.
(“Almaviva”), a private Italian digital innovation group, in an
all-cash transaction valuing Iteris at approximately $335 million
equity value. Under the terms of the agreement, Iteris shareholders
will receive $7.20 in cash for each share of Iteris common
stock.
Iteris is a global leader in smart mobility infrastructure
management with over 10,000 public agencies and private-sector
enterprises that rely on the Company’s AI-powered ClearMobility
Platform to monitor, visualize and optimize their mobility
infrastructures. Almaviva is a leader in digital innovation,
helping companies to embrace new digital platforms across a range
of public and private market sectors. With a global network of 30
companies and 79 offices in Italy and abroad, Almaviva has built a
global network of innovative solutions and services across digital
transformation, digital reputation management and people-centered
technology.
The cash purchase price represents a premium of approximately
68% to the Company’s closing share price on August 8, 2024. The
transaction was unanimously approved and will be recommended to its
shareholders by the Iteris Board of Directors.
“This announcement marks an exciting next chapter for Iteris and
all of our stakeholders,” said Joe Bergera, President and CEO of
Iteris. “Iteris has been a pioneer and leader in intelligent
transportation systems for more than 15 years and the agreement we
reached with Almaviva is a testament to the grit, determination and
innovative spirit of our entire team. Almaviva shares our vision
for the future of digital mobility and our commitment to
excellence. With this transaction, our team will be strongly
positioned to continue to innovate and expand the global adoption
of our ClearMobility Platform.”
Approvals and Timing
The transaction is expected to close in 2024, subject to
approval by Iteris shareholders, required regulatory approvals and
other customary closing conditions. Almaviva intends to finance the
transaction using committed debt financing. The transaction is not
subject to a financing condition. Upon completion of the
transaction, Iteris will become a privately held company, and its
common stock will no longer be traded on Nasdaq.
For further information regarding the terms and conditions
contained in the definitive transaction agreement, please see
Iteris’ current report on Form 8-K, which will be with the U.S.
Securities and Exchange Commission (“SEC”) in relation to this
transaction.
Advisors
Morgan Stanley & Co. LLC is acting as financial advisor and
Latham & Watkins LLP is acting as legal counsel to Iteris.
Goldman Sachs Bank Europe SE, Italian office is acting as financial
advisor, King & Spalding LLP, Legance – Avvocati Associati and
Linklaters as legal advisors, EY Advisory S.p.A. as accounting and
fiscal advisor for Almaviva.
About Iteris, Inc.
Iteris, Inc. is a provider of smart mobility infrastructure
management solutions. Iteris’ cloud-enabled solutions help public
transportation agencies, municipalities, commercial entities and
other transportation infrastructure providers monitor, visualize,
and optimize mobility infrastructure to make mobility safe,
efficient, and sustainable. As a pioneer in intelligent
transportation systems technology, Iteris’ advanced detection
sensors, mobility and traffic data, software-as-a-service
offerings, and consulting services represent a comprehensive range
of mobility infrastructure management solutions that serve
customers in the United States and internationally.
For more information, visit Iteris’ website at
www.iteris.com.
About Almaviva, S.p.A.
Almaviva, the Italian Group leads the digital innovation field,
with a global presence through a network of companies specialized
in tech and industry-specific core business processes.
The Almaviva Group designs, implements and manages advanced
technological solutions and systems and related logistics
structures for companies and public administrations operating in a
variety of sectors, including, but not limited to, transport,
logistics, agriculture, digital health, defense and security,
energy, utilities, financial services, industry, telecommunications
and media.
The Group strategic activities include a key role, constantly
growing on the international market, in the IT sector applied to
the Transportation & Logistics Industry.
From exclusive skills in the railroad field to defining a
complete proposal of solutions and services for integrated local
public transportation and intermodal logistics, Almaviva creates
and manages mission-critical enterprise solutions for the movement
of people and goods.
For more information, visit Almaviva’s website at
www.almaviva.it
Additional Information About the Merger and Where to Find
It
This communication is being made in respect of the proposed
merger involving Iteris, Inc. (“Iteris”), Pantheon Merger Sub Inc.
(“Merger Subsidiary”), and Almaviva S.p.A (“Parent”). Iteris
expects to seek, and intends to file with the SEC a proxy statement
and other relevant documents in connection with a special meeting
of the Iteris stockholders for purposes of obtaining, stockholder
approval of the proposed transaction. The definitive proxy
statement will be sent or given to the stockholders of Iteris and
will contain important information about the proposed transaction
and related matters. INVESTORS AND STOCKHOLDERS OF ITERIS ARE URGED
TO READ THE DEFINITIVE PROXY STATEMENT AND OTHER RELEVANT MATERIALS
CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE
THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT ITERIS AND THE
PROPOSED TRANSACTION. Investors may obtain a free copy of these
materials (when they are available) and other documents filed by
Iteris with the SEC at the SEC’s website at www.sec.gov or from
Iteris at its website at
https://iterisinc.gcs-web.com/financial-information/sec-filings.
Participants in the Solicitation
Iteris and certain of its directors, executive officers and
other members of management and employees may be deemed to be
participants in soliciting proxies from its stockholders in
connection with the proposed transaction. Information regarding the
persons who may, under the rules of the SEC, be considered to be
participants in the solicitation of Iteris’ stockholders in
connection with the proposed transaction will be set forth in
Iteris’ definitive proxy statement for its stockholder meeting at
which the proposed transaction will be submitted for approval by
Iteris’ stockholders. You may also find additional information
about Iteris’ directors and executive officers in Iteris’ Annual
Report on Form 10-K for the fiscal year ended March 31, 2024, which
was filed with the SEC on June 13, 2024 and amended on July 29,
2024, Iteris’ Definitive Proxy Statement for its 2023 annual
meeting of stockholders, which was filed with the SEC on July 28,
2023, as supplemented by its Definitive Additional Materials for
its 2023 annual meeting of stockholders, which was filed with the
SEC on August 11, 2023, and in subsequently filed Current Reports
on Form 8-K and Quarterly Reports on Form 10-Q.
Forward-Looking Statements
This communication contains “forward-looking statements” within
the meaning of Section 27A of the Securities Act of 1933, Section
21E of the Securities Exchange Act of 1934 and as defined in the
Private Securities Litigation Reform Act of 1995. Forward-looking
statements may be identified by the context of the statement and
generally arise when Iteris, Inc. (“Iteris”) or its management is
discussing its beliefs, estimates or expectations. Such statements
generally include words such as “believes,” “expects,” “intends,”
“anticipates,” “estimates,” “continues,” “may,” “plan,” “will,”
“goal,” or similar expressions. Forward-looking statements are
prospective in nature and are not based on historical facts, but
rather on current expectations and projections of our management
about future events and are therefore subject to risks and
uncertainties, many of which are outside Iteris’ control, which
could cause actual results to differ materially from what is
contained in such forward-looking statements as a result of various
factors, including, without limitation: (1) the inability to
consummate the proposed transaction within the anticipated time
period, or at all, due to any reason, including the failure to
obtain stockholder approval to adopt the Agreement and Plan of
Merger, dated as of August 8, 2024 (the “Merger Agreement”), the
failure to obtain required regulatory approvals for the proposed
transaction or the failure to satisfy the other conditions to the
consummation of the proposed transaction; (2) the risk that the
Merger Agreement may be terminated in circumstances requiring
Iteris to pay a termination fee; (3) the risk that the proposed
transaction disrupts Iteris’ current plans and operations or
diverts management’s attention from its ongoing business; (4) the
effect of the announcement of the proposed transaction on the
ability of Iteris to retain and hire key personnel and maintain
relationships with its customers, suppliers and others with whom it
does business; (5) the effect of the announcement of the proposed
transaction on Iteris’ operating results and business generally;
(6) the significant costs, fees and expenses related to the
proposed transaction; (7) the risk that Iteris’ stock price may
decline significantly if the proposed transaction is not
consummated; (8) the nature, cost and outcome of any litigation and
other legal proceedings, including any such proceedings related to
the proposed transaction and instituted against Iteris and/or its
directors, executive officers or other related persons; (9) other
factors that could affect Iteris’ business such as, without
limitation, inflationary cost pressure in labor, supply chain,
energy, and other expenses, disruptions resulting from deployment
of systems, changing market conditions , competition and demand for
services, the market acceptance of our products and services,
competition, the impact of any current or future litigation, the
impact of recent accounting pronouncements, the impacts of ongoing
and new supply chain constraints, the status of our facilities and
product development, reliance on key personnel, general economic
conditions, including rising interest rates, the impact of any
current or future volatility or instability in national or
international political conditions, any shutdown of the United
States federal government, future impacts of COVID-19 or other
future pandemics, changes in governmental regulation, personnel or
budgetary constraints or policies and political agendas, the
availability of project funding or other project budget issues, and
operational risks, including cybersecurity incidents; and (10)
other risks to consummation of the proposed Merger, including the
risk that the proposed Merger will not be consummated within the
expected time or at all.
If the proposed transaction is consummated, Iteris’ stockholders
will cease to have any equity interest in Iteris and will have no
right to participate in its earnings and future growth. These and
other factors are identified and described in more detail in
Iteris’ Annual Report on Form 10-K for the year ended March 31,
2024 as well as Iteris’ subsequent filings and is available online
at www.sec.gov. Readers are cautioned not to place undue reliance
on Iteris’ projections and other forward-looking statements, which
speak only as of the date thereof. Except as required by applicable
law, Iteris undertakes no obligation to update any forward-looking
statement, or to make any other forward-looking statements, whether
as a result of new information, future events or otherwise.
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version on businesswire.com: https://www.businesswire.com/news/home/20240808374533/en/
Iteris
Media & Investor Relations FGS Global John
Christiansen/Gabriella Coffey/Rob Clayton Iteris@FGSGlobal.com
Almaviva
Media & Investor Relations Luis Bergter/Ilaria De
Bernardis Investor.relations@almaviva.it
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