Iteris (NASDAQ:) Shareholders to Obtain $7.20 Per Share in Money, Representing Important Premium of 68%
AUSTIN, Texas–(BUSINESS WIRE)–Iteris, Inc. (NASDAQ: ITI) (Iteris or the Firm), the world’s trusted know-how ecosystem for sensible mobility infrastructure administration, right this moment introduced that it has entered right into a definitive merger settlement to be acquired by Almaviva S.p.A. (Almaviva), a personal Italian digital innovation group, in an all-cash transaction valuing Iteris at roughly $335 million fairness worth. Beneath the phrases of the settlement, Iteris shareholders will obtain $7.20 in money for every share of Iteris frequent inventory.
Iteris is a worldwide chief in sensible mobility infrastructure administration with over 10,000 public companies and private-sector enterprises that depend on the Firm’s AI-powered ClearMobility Platform to observe, visualize and optimize their mobility infrastructures. Almaviva is a pacesetter in digital innovation, serving to corporations to embrace new digital platforms throughout a variety of private and non-private market sectors. With a worldwide community of 30 corporations and 79 workplaces in Italy and overseas, Almaviva has constructed a worldwide community of modern options and companies throughout digital transformation, digital popularity administration and people-centered know-how.
The money buy worth represents a premium of roughly 68% to the Firm’s closing share worth on August 8, 2024. The transaction was unanimously permitted and can be really useful to its shareholders by the Iteris Board of Administrators.
This announcement marks an thrilling subsequent chapter for Iteris and all of our stakeholders, stated Joe Bergera, President and CEO of Iteris. Iteris has been a pioneer and chief in clever transportation techniques for greater than 15 years and the settlement we reached with Almaviva is a testomony to the grit, willpower and modern spirit of our total staff. Almaviva shares our imaginative and prescient for the way forward for digital mobility and our dedication to excellence. With this transaction, our staff can be strongly positioned to proceed to innovate and broaden the worldwide adoption of our ClearMobility Platform.
Approvals and Timing
The transaction is predicted to shut in 2024, topic to approval by Iteris shareholders, required regulatory approvals and different customary closing circumstances. Almaviva intends to finance the transaction utilizing dedicated debt financing. The transaction is just not topic to a financing situation. Upon completion of the transaction, Iteris will turn out to be a privately held firm, and its frequent inventory will now not be traded on Nasdaq.
For additional data relating to the phrases and circumstances contained within the definitive transaction settlement, please see Iteris’ present report on Kind 8-Okay, which can be with the U.S. Securities and Alternate Fee (SEC) in relation to this transaction.
Advisors
Morgan Stanley & Co. LLC is performing as monetary advisor and Latham & Watkins LLP is performing as authorized counsel to Iteris. Goldman Sachs Financial institution Europe SE, Italian workplace is performing as monetary advisor, King & Spalding LLP, Legance “ Avvocati Associati and Linklaters as authorized advisors, EY Advisory S.p.A. as accounting and monetary advisor for Almaviva.
About Iteris, Inc.
Iteris, Inc. is a supplier of sensible mobility infrastructure administration options. Iteris’ cloud-enabled options assist public transportation companies, municipalities, industrial 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 know-how, Iteris’ superior detection sensors, mobility and site visitors information, software-as-a-service choices, and consulting companies symbolize a complete vary of mobility infrastructure administration options that serve clients in the US and internationally.
For extra data, go to Iteris’ web site at www.iteris.com.
About Almaviva, S.p.A.
Almaviva, the Italian Group leads the digital innovation discipline, with a worldwide presence via a community of corporations specialised in tech and industry-specific core enterprise processes.
The Almaviva Group designs, implements and manages superior technological options and techniques and associated logistics buildings for corporations and public administrations working in quite a lot of sectors, together with, however not restricted to, transport, logistics, agriculture, digital well being, protection and safety, vitality, utilities, monetary companies, {industry}, telecommunications and media.
The Group strategic actions embody a key function, continually rising on the worldwide market, within the IT sector utilized to the Transportation & Logistics Trade.
From unique expertise within the railroad discipline to defining a whole proposal of options and companies for built-in native public transportation and intermodal logistics, Almaviva creates and manages mission-critical enterprise options for the motion of individuals and items.
For extra data, go to Almaviva’s web site at www.almaviva.it
Extra Info In regards to the Merger and The place to Discover 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 (Mother or father). Iteris expects to hunt, and intends to file with the SEC a proxy assertion and different related paperwork in reference to a particular assembly of the Iteris stockholders for functions of acquiring, stockholder approval of the proposed transaction. The definitive proxy assertion can be despatched or given to the stockholders of Iteris and can include necessary details about the proposed transaction and associated issues. 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. Traders might receive a free copy of those supplies (when they’re out there) and different paperwork filed by Iteris with the SEC on the SEC’s web site at www.sec.gov or from Iteris at its web site at https://iterisinc.gcs-web.com/financial-information/sec-filings.
Members within the Solicitation
Iteris and sure of its administrators, govt officers and different members of administration and staff could also be deemed to be contributors in soliciting proxies from its stockholders in reference to the proposed transaction. Info relating to the individuals who might, underneath the foundations of the SEC, be thought-about to be contributors within the solicitation of Iteris’ stockholders in reference to the proposed transaction can be set forth in Iteris’ definitive proxy assertion for its stockholder assembly at which the proposed transaction can be submitted for approval by Iteris’ stockholders. You might also discover extra details about Iteris’ administrators and govt officers in Iteris’ Annual Report on Kind 10-Okay for the fiscal yr ended March 31, 2024, which was filed with the SEC on June 13, 2024 and amended on July 29, 2024, Iteris’ Definitive Proxy Assertion for its 2023 annual assembly of stockholders, which was filed with the SEC on July 28, 2023, as supplemented by its Definitive Extra Supplies for its 2023 annual assembly of stockholders, which was filed with the SEC on August 11, 2023, and in subsequently filed Present Experiences on Kind 8-Okay and Quarterly Experiences on Kind 10-Q.
Ahead-Wanting Statements
This communication incorporates forward-looking statements inside the that means of Part 27A of the Securities Act of 1933, Part 21E of the Securities Alternate 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 customarily come up when Iteris, Inc. (Iteris) or its administration is discussing its beliefs, estimates or expectations. Such statements usually embody phrases equivalent to believes, expects, intends, anticipates, estimates, continues, might, plan, will, aim, or related expressions. Ahead-looking statements are potential in nature and will not be primarily based on historic information, however moderately on present expectations and projections of our administration about future occasions and are due to this fact topic to dangers and uncertainties, lots of that are outdoors Iteris’ management, which may trigger precise outcomes to vary materially from what’s contained in such forward-looking statements on account of numerous components, together with, with out limitation: (1) the lack to consummate the proposed transaction inside the anticipated time interval, or in any respect, as a consequence of any purpose, together with the failure to acquire stockholder approval to undertake the Settlement and Plan of Merger, dated as of August 8, 2024 (the Merger Settlement), the failure to acquire required regulatory approvals for the proposed transaction or the failure to fulfill the opposite circumstances 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 price; (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 clients, 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 is just not consummated; (8) the character, value and end result 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; (9) different components that would have an effect on Iteris’ enterprise equivalent to, with out limitation, inflationary value strain in labor, provide chain, vitality, and different bills, disruptions ensuing from deployment of techniques, altering market circumstances , competitors and demand for companies, the market acceptance of our services, competitors, the affect of any present or future litigation, the affect of current accounting pronouncements, the impacts of ongoing and new provide chain constraints, the standing of our services and product improvement, reliance on key personnel, basic financial circumstances, together with rising rates of interest, the affect of any present or future volatility or instability in nationwide or worldwide political circumstances, any shutdown of the US federal authorities, future impacts of COVID-19 or different future pandemics, modifications in governmental regulation, personnel or budgetary constraints or insurance policies and political agendas, the supply of mission funding or different mission funds points, and operational dangers, together with cybersecurity incidents; and (10) different dangers to consummation of the proposed Merger, together with the danger that the proposed Merger won’t be consummated inside the anticipated time or in any respect.
If the proposed transaction is consummated, Iteris’ stockholders will stop to have any fairness curiosity in Iteris and can have no proper to take part in its earnings and future development. These and different components are recognized and described in additional element in Iteris’ Annual Report on Kind 10-Okay for the yr ended March 31, 2024 in addition to Iteris’ subsequent filings and is offered 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 some other forward-looking statements, whether or not on account of new data, future occasions or in any other case.
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Iteris
Media & Investor Relations
FGS International
John Christiansen/Gabriella Coffey/Rob Clayton
[email protected]
Almaviva
Media & Investor Relations
Luis Bergter/Ilaria De Bernardis
[email protected]
Supply: Iteris, Inc.