Hexagon Successfully Acquires Approximately 93.3% of NovAtel Shares
28 11월 2007 - 11:10PM
Marketwired
CALGARY, ALBERTA announced that Hexagon Canada Acquisition Inc.,
a wholly-owned direct subsidiary of Hexagon AB (OMX: HEXAB), has
successfully taken-up all of the shares tendered and not validly
withdrawn pursuant to its tender offer for all of the outstanding
common shares of NovAtel at an offer price of US $50 in cash per
share.
The tender offer and withdrawal rights expired at 5:00 p.m., New
York, New York time, on 27 November 2007. According to the
depositary for the offer, a total of 8,647,240 common shares of
NovAtel were tendered and not validly withdrawn prior to the
expiration of the offer (including 306,716 shares delivered
pursuant to the guaranteed delivery procedures). Shareholders who
validly tendered prior to the expiration of the offer and whose
shares were not validly withdrawn will promptly receive the offer
price of US $50 in cash per share. As a result of the purchase of
the common shares of NovAtel in the tender offer, Hexagon, through
Hexagon Canada Acquisitions Inc., now owns approximately 93.3% of
the outstanding common shares of NovAtel including shares owned by
Hexagon or any of its affiliates prior to the offer.
Hexagon intends to acquire the remaining outstanding common
shares of NovAtel not previously tendered by means of a compulsory
acquisition in accordance with Canadian law on the same terms as
the common shares acquired under the tender offer. After the
consummation of the compulsory acquisition, Hexagon intends to
cause NovAtel's common shares to cease to be traded on the Nasdaq
Global Select Market.
Following the completion of the compulsory acquisition, NovAtel
will become a wholly-owned subsidiary of Hexagon but will conduct
its business relations with other subsidiaries of Hexagon on an
arms length basis.
"Hexagon is excited for NovAtel to be joining the Hexagon group.
We expect great things from NovAtel as it continues to operate
independently and grow as a pure play supplier in the market for
high precision Global Navigation Satellite System technology
solutions to OEMs", says Ola Rollen, CEO and President of Hexagon
AB.
The solicitation and the offer to buy NovAtel's common shares is
only made pursuant to the Amended Offer to Purchase and related
materials that Hexagon, Hexagon Canada and NovAtel filed with the
SEC on 19 October 2007, as amended on 2 November 2007, 7 November
2007, 21 November 2007 and 28 November 2007. Shareholders should
read the Amended Offer to Purchase and related materials carefully
because they contain important information, including the terms and
conditions of the offer. Shareholders can obtain the Amended Offer
to Purchase and related materials free at the SEC's website at
www.sec.gov, from Morrow & Co, LLC by calling 1-800-607-0088
(call toll-free), the information agent for the offer, or from
Morgan Stanley by calling 1-877-219-1920 (call toll-free), the
dealer manager for the offer, or from Mellon Investor Services LLC
by calling 1-800-777-3674 (call toll-free), the depositary of the
offer.
Forward-Looking Statements
This press release contains forward-looking statements that
involve risks and uncertainties, including the expected timetable
for completing the transaction as well as Hexagon's strategic and
operational plans. These forward-looking statements are not based
on historical facts but rather on management's current
expectations. Wherever possible, words such as "anticipate",
"believe", "expect", "may", "could", "potential", "intend",
"estimate", "should", "plan", "predict", "forecast" or the negative
or other variations of these words, or similar words or phrases,
have been used to identify these forward-looking statements. Actual
events or results may differ materially from those described in
this press release due to a number of risks and uncertainties.
Potential risks and uncertainties include, among others, the
reaction of customers of NovAtel to the transaction; and general
economic conditions. For more information and additional risk
factors regarding NovAtel generally, see the factors described in
the Company's Form 20-F for the year ended December 31, 2006 and
other SEC filings, many of which are beyond the control of NovAtel.
These factors should be considered carefully and undue reliance
should not be placed on the forward-looking statements. These
forward-looking statements are made as of the date of this news
release, and NovAtel assumes no obligation to update or revise them
to reflect new events or circumstances.
Hexagon AB is a global technology group with strong market
positions within measurement technologies and polymers. Hexagon's
vision is to be number one or number two in each strategic business
area. The group has about 9 400 employees in 30 countries and net
sales of about 14 000 MSEK.
NovAtel Inc. is a leading provider of precision Global
Navigation Satellite System (GNSS) components and subsystems that
afford its customers rapid integration of precise positioning
technology. The Company's mission is to provide exceptional return
on investment and outstanding service to our customers. An ISO 9001
certified company, NovAtel is focused on developing quality OEM
products including receivers, antennas, enclosures and firmware
that are integrated into high precision positioning applications
worldwide. These applications include surveying, Geographical
Information System (GIS) mapping, precision agriculture machine
guidance, port automation, mining, marine and defence industries.
NovAtel's reference receivers are also at the core of national
aviation ground networks in the USA, Japan, Europe, China and
India. The Company is committed to providing its customers with
advanced positioning technology through significant R&D
investment focusing on the modernized Global Positioning System
(GPS), the revitalized Russian GLONASS and the emerging European
Galileo satellite systems, as well as the integration of additional
complementary technologies such as Inertial Measurement Units
(IMUs). For more information, visit www.novatel.com.
Contacts: NovAtel Inc. Sonia Ross Investor Contact (403)
295-4532
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