Omnitracs agrees to acquire XRS Corporation

Sept. 2, 2014
Omnitracs LLC has agreed to acquire XRS Corporation. 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.

Omnitracs LLC has agreed to acquire XRS Corporation (NASDAQ: XRSC). 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 delivers software that helps trucking companies manage fleets, comply with regulations, and reduce operating costs. 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.
In December 2013, Omnitracs acquired Roadnet Technologies, a provider of fleet management software 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, and 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, and Faegre Baker Daniels acted as legal counsel to XRS.
Access www.omnitracs.com or http://xrscorp.com/ for more information.

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