Extra Than 98% of Votes Solid at Particular Assembly Voted for Transaction
AUSTIN, Texas–(BUSINESS WIRE)–Iteris, Inc. (NASDAQ: ITI) ( Iteris (NASDAQ:) or the Firm), the world’s trusted expertise ecosystem for good mobility infrastructure administration, at the moment introduced that Iteris stockholders authorized the proposed merger settlement with Almaviva S.p.A. (Almaviva) at Iteris’ Particular Assembly of Stockholders held yesterday.
As beforehand introduced, beneath the phrases of the merger settlement, Almaviva will purchase Iteris in an all-cash transaction during which Iteris’ stockholders will obtain $7.20 per share of frequent inventory, valuing Iteris at roughly $335 million fairness worth. The events anticipate the transaction will shut on or about November 1, 2024, topic to customary closing situations. Upon completion of the merger, Iteris frequent inventory will now not be listed on any public market.
Greater than 98% of the shares of Iteris frequent inventory current, in individual or by proxy, on the Particular Assembly representing roughly 71% of Iteris’ complete issued and excellent shares of frequent inventory as of the report date, voted in favor of the merger settlement and transaction.
Our stockholders’ overwhelming help for the transaction displays the clear advantages of the transaction for buyers, with the acquisition worth representing a major 68% premium, mentioned Joe Bergera, President and CEO of Iteris. Reaching stockholder approval means we at the moment are one step nearer to becoming a member of Almaviva’s international community of main firms and unlocking the immense worth this transaction will create for Iteris and our prospects.
Iteris will disclose the ultimate, licensed voting outcomes on a Type 8-Ok with the U.S. Securities and Trade Fee.
About Iteris, Inc.
Iteris, Inc. is a supplier of good mobility infrastructure administration options. Iteris’ cloud-enabled options assist public transportation companies, municipalities, business entities and different transportation infrastructure suppliers monitor, visualize, and optimize mobility infrastructure to make mobility secure, environment friendly, and sustainable. As a pioneer in clever transportation techniques expertise, Iteris’ superior detection sensors, mobility and visitors knowledge, software-as-a-service choices, and consulting companies signify a complete vary of mobility infrastructure administration options that serve prospects in america and internationally.
For extra info, go to Iteris’ web site at www.iteris.com.
Ahead-Trying Statements
This communication accommodates forward-looking statements inside the that means of Part 27A of the Securities Act of 1933, Part 21E of the Securities Trade Act of 1934 and as outlined within the Personal Securities Litigation Reform Act of 1995. Ahead-looking statements could also be recognized by the context of the assertion and usually come up when Iteris, Inc. (Iteris) or its administration is discussing its beliefs, estimates or expectations. Such statements usually embrace phrases similar to believes, expects, intends, anticipates, estimates, continues, might, plan, will, purpose, or comparable expressions. Ahead-looking statements are potential in nature and are usually not primarily based on historic information, however quite on present expectations and projections of our administration about future occasions and are subsequently topic to dangers and uncertainties, a lot of that are exterior Iteris’ management, which may trigger precise outcomes to vary materially from what’s contained in such forward-looking statements on account of varied elements, together with, with out limitation: (1) the lack to consummate the proposed transaction inside the anticipated time interval, or in any respect, as a result of any cause, together with the failure to fulfill the situations to the consummation of the proposed transaction; (2) the danger that the Merger Settlement could also be terminated in circumstances requiring Iteris to pay a termination charge; (3) the danger that the proposed transaction disrupts Iteris’ present plans and operations or diverts administration’s consideration from its ongoing enterprise; (4) the impact of the announcement of the proposed transaction on the power of Iteris to retain and rent key personnel and keep relationships with its prospects, suppliers and others with whom it does enterprise; (5) the impact of the announcement of the proposed transaction on Iteris’ working outcomes and enterprise usually; (6) the numerous prices, charges and bills associated to the proposed transaction; (7) the danger that Iteris’ inventory worth might decline considerably if the proposed transaction shouldn’t be consummated; (8) the character, value and consequence of any litigation and different authorized proceedings, together with any such proceedings associated to the proposed transaction and instituted in opposition to Iteris and/or its administrators, govt officers or different associated individuals; and (9) different elements that would have an effect on Iteris’ enterprise similar to, with out limitation, inflationary value strain in labor, provide chain, vitality, and different bills, disruptions ensuing from deployment of techniques, altering market situations, competitors and demand for companies, the market acceptance of our services, competitors, the impression of any present or future litigation, the impression of latest accounting pronouncements, the impacts of ongoing and new provide chain constraints, the standing of our amenities and product growth, reliance on key personnel, normal financial situations, together with rising rates of interest, the impression of any present or future volatility or instability in nationwide or worldwide political situations, any shutdown of america federal authorities, future impacts of COVID-19 or different future pandemics, adjustments in governmental regulation, personnel or budgetary constraints or insurance policies and political agendas, the provision of venture funding or different venture finances points, and operational dangers, together with cybersecurity incidents.
If the proposed transaction is consummated, Iteris’ stockholders will stop to have any fairness curiosity in Iteris and could have no proper to take part in its earnings and future progress. Different elements are recognized and described in additional element in Iteris’ Annual Report on Type 10-Ok for the yr ended March 31, 2024 in addition to Iteris’ subsequent filings and is on the market on-line at www.sec.gov. Readers are cautioned to not place undue reliance on Iteris’ projections and different forward-looking statements, which communicate solely as of the date thereof. Besides as required by relevant regulation, Iteris undertakes no obligation to replace any forward-looking assertion, or to make every other forward-looking statements, whether or not on account of new info, future occasions or in any other case.
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Iteris
FGS International
John Christiansen/Gabriella Coffey/Rob Clayton
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Supply: Iteris, Inc.