Omnitracs To Acquire XRS Corp.

Both Omnitracs and XRS have been pioneers in developing fleet management and compliance technology, so the combined company will continue to provide products and services that help fleets stay safe and improve productivity.

Press Release

Omnitracs, LLC, a provider of fleet management solutions to transportation and logistics companies, has agreed to acquire XRS Corp., a provider of mobile fleet optimization software. Subject to the terms and conditions of the definitive agreement, Omnitracs will pay $5.60 per share of XRS, which equates to $178 million in equity value.

XRS Corp. delivers software solutions that help trucking companies manage their fleets, comply with regulations, and reduce operating costs. XRS has led the trucking industry’s migration to mobile devices for collecting and analyzing compliance and management data.

Both Omnitracs and XRS have been pioneers in developing fleet management and compliance technology. The combined company will continue to provide products and services that help fleets stay safe and improve productivity.

“This agreement to purchase XRS represents another milestone in the renewed growth of Omnitracs and further demonstrates our continued commitment to retaining and advancing our position as the leading software provider within the transportation and logistics industry,” said John Graham, CEO of Omnitracs. “XRS has built a significant business focused on delivering transportation management solutions via mobile devices, and we believe this is a great addition to our suite of offerings. Whether building on the strength of our core technology or expanding our portfolio, we continually seek opportunities to drive innovation and deliver long-term value to our current and future customers.”

“The acquisition delivers an attractive premium for our shareholders, and for our employees and customers we are thrilled to become a key component of the broader Omnitracs portfolio,” said Jay Coughlan, chairman and CEO of XRS. “With complementary solutions designed to meet the varying needs of fleets across the transportation and logistics industry spectrum, our combined organizations can continue to innovate and deliver end-to-end solutions for our customers.”

In December 2013, Omnitracs acquired Roadnet Technologies, a provider of fleet management software solutions to private fleets. Other previous acquisitions include Sylectus and FleetRisk Advisors, which is now Omnitracs Analytics.

The merger agreement was unanimously approved by the board of directors of XRS. Omnitracs’ acquisition of XRS is subject to customary closing conditions, including approval of the merger by holders of shares representing a majority of the outstanding voting power of XRS and expiration or termination of the waiting period under the Hart-Scott-Rodino Act. XRS shareholders holding a majority of the outstanding voting power of XRS, including Trident Capital and Technology Crossover Ventures, have entered into voting agreements to vote their shares in favor of the merger unless the merger agreement shall have been terminated. Omnitracs expects to complete the acquisition in the fourth quarter of 2014.

Jefferies acted as financial advisor to Omnitracs. Kirkland & Ellis acted as legal counsel to Omnitracs. Committed financing for the transaction is being provided by Royal Bank of Canada, Credit Suisse, and Guggenheim. William Blair acted as financial advisor to XRS Corp. Faegre Baker Daniels acted as legal counsel to XRS Corp.

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