Verizon Communications Inc. (NYSE, NASDAQ: VZ) today closed its previously announced acquisition of HUGHES Telematics Inc.(HTI), setting Verizon on a course to accelerate growth through the delivery of advanced automotive and fleet telematics and machine-to-machine services.
The addition of HTI will expand and accelerate Verizon Enterprise Solutions' capabilities for automotive, transportation, health care and other industries to uncover and launch new business opportunities, driven by safety improvements, consumer trends and increasingly connected lifestyles.
"Machine-to-machine services are beginning to play a vital role reshaping the business landscape and setting new consumer expectations about establishing valuable connections in their vehicles, their homes and the world around them," said John Stratton, president of Verizon Enterprise Solutions. "This powerful combination will create a springboard for our clients to expand their business models and strengthen their customer relationships by creating new opportunities for connected services that address the increasingly sophisticated consumer and enterprise."
The acquisition was completed through a merger under Delaware law of a wholly owned subsidiary of Verizon with HTI, with HTI surviving the merger. As a result of the merger, all outstanding shares of HTI have been canceled, and all shares that are quoted on the OTC bulletin board under the symbol "HUTC" and publicly tradable have been converted into the right to receive $12 per share in cash without interest and subject to any required withholding of taxes. With the closing of the transaction, the common stock of HTI ceased to be quoted on the OTC Bulletin Board as of market close on July 25, 2012.
HTI will play a key role in Verizon's strategy to offer platform-based solutions tailored to specific industries. Later this year, businesses will be able to employ combinations of Verizon's leading global IP network, cloud, security and mobility technology platforms with offerings from HTI's advanced suite of services.
HTI is a leader in implementing the next generation of connected services for vehicles, centered on a core platform of safety, security, convenience and infotainment offerings targeting commercial fleet operators, aftermarket and original equipment manufacturer (OEM) offerings as well as products and services for mHealth providers and users.
Verizon plans to retain HTI's existing management team and operate the new unit as a subsidiary and as part of the Verizon Enterprise Solutions group. The business will continue to be headquartered in Atlanta.
Verizon Enterprise Solutions creates global connections that generate growth, drive business innovation and move society forward. With industry-specific solutions and a full range of global wholesale offerings offered over the company's secure mobility, cloud, strategic networking and advanced communications platforms, Verizon Enterprise Solutions helps open new opportunities around the world for innovation, investment and business transformation. Visit verizon.com/enterprise to learn more.
Cautionary Statement Regarding Forward-Looking Statements
Certain statements in this communication regarding the benefits of the transaction, future opportunities for the combined company and products and any other statements regarding Verizon's and HTI's future expectations, beliefs, goals or prospects constitute forward-looking statements made within the meaning of Section 21E of the Securities Exchange Act of 1934 (collectively, forward-looking statements). Any statements that are not statements of historical fact (including statements containing the words "may," "can," "will," "should," "could," "expects," "plans," "anticipates," "intends," "believes," "estimates," "predicts," "potential," "targets," "goals," "projects," "outlook," "continue," "preliminary," "guidance," or variations of such words, similar expressions, or the negative of these terms or other comparable terminology) should also be considered forward-looking statements. A number of important factors could cause actual results or events to differ materially from those indicated by such forward-looking statements; the results and impact of the announcement of the closing of the transaction; the possibility that the parties may be unable to achieve expected increases in revenues and operating efficiencies within the anticipated time-frames or at all and to successfully integrate HTI's operations into those of Verizon or that such integration may be more difficult, time-consuming or costly than expected; operating costs, customer loss and business disruption (including, without limitation, difficulties in maintaining relationships with employees, customers, clients or suppliers) may be greater than expected following the transaction; the retention of certain key employees of HTI may be difficult; changes in technology and competition; implementation and results of HTI's ongoing strategic initiatives; changes in customer needs or demands; and the other factors described in Verizon's Annual Report on Form 10-K for the fiscal year ended December 31, 2011 and in its most recent quarterly report filed with the SEC, and HTI's Annual Report on Form 10-K for the year ended December 31, 2011 and in its most recent quarterly report filed with the SEC. Verizon assumes no obligation to update the information in this communication, except as otherwise required by law. Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as of the date hereof.