Tag: mergers and acquisitions

  • Europe Takes Closer Look at Navteq/Nokia Merger

    While European regulatory authorities are closely scrutinizing the proposed TomTom/Tele Atlas merger, they have also turned their eyes to the proposed Navteq/Nokia deal.

    Navteq Corp. said today that the European Commission has initiated a second-phase review of Nokia’s pending acquisition of Navteq. The company stressed in its announcement that this is part of the commission’s review process and does not signal the ultimate outcome. Nevertheless, it is a rare, if not extraordinary step for the commission; in the past 10 years it has only initiated a second-phase review in about 3 percent of European mergers of publicly held companies.

    The Commission now has 90 working days to make a final decision on the transaction. However, the review period may be extended to 125 working days. Such has been the case with the TomTom/Tele Atlas deal, also under a second-phase review. Those two companies are anticipating a commission decision on their merger by May 21.

    Both Navteq and Nokia said they remain committed to their merger plans, noting that the deal has received all the other necessary regulatory approvals, including anti-trust approval in the United States.

    Meanwhile, TomTom said March 27 that it was extending the period of its offer for Tele Atlas. It was clear the European Commission wouldn’t reach a decision by the end of the previous time frame attached to the offer to acquire Tele Atlas for €30 per share, or about €2.9 billion, which would have ended March 31, TomTom said. As result, it has extended its offer to May 30. The Commission originally announced that it was initiating a second-phase review of the merger in November of last year.

  • Global Trek Xploration, Deeas Resources Enter Merger

    Global Trek Xploration, a provider of embedded miniaturized GPS technologies, has completed a share exchange transaction merger with Deeas Resources Inc.

    In conjunction with the transaction, the combined public entity is operating as GTX Corp. Global Trek Xploration is now wholly owned by GTX Corp, a publicly-held company, with shares quoted on the Over-The-Counter Bulletin Board (OTCBB : GTXO.OB). Patrick Bertagna, founder, current CEO, chairman of the board, and president of Global Trek Xploration, assumed those same duties for GTX Corp. while Jeffrey Sharpe, CEO and president of Deeas Resources Inc., joined GTX Corp’s board.

    “The next logical step was for us to become a publicly traded company,” Bertagna said. “The influx of new capital gives us the ability to launch our unique, miniaturized GPS technologies on to the global stage. We look forward to continuing the momentum we have achieved and sharing our successes with our shareholders.”

    Concurrent with the share exchange, GTX Corp. also completed an equity financing through a private placement of its common stock and stock purchase warrants for an aggregate amount of $8 million. The proceeds from the first tranche of financing will support the continued development of its miniaturized GPS real-time tracking technology and the licensing of its gpVector technology to branded consumer product partners.

  • Another GPS Chip Merger: NXP to Acquire GloNav

    European chip maker NXP Semiconductors plans to acquire U.S.-based fabless GPS chip maker GloNav Inc., the companies announced today.

    NXP will purchase the company for $85 million in cash plus up to $25 million more, contingent upon GloNav reaching certain revenue and product development milestones over the next two years. The transaction will give NXP immediate access to GloNav’s GPS products and technology, including its single-chip and 90nm design capability, the company said. It expects the deal to close in Q1 2008.

    “This is the second major acquisition that we have made this year to strengthen our Mobile and Personal Business Unit that quickly adds complementary technologies to our existing portfolio and meets our customers’ demands for innovative products,” said Frans van Houten, NXP CEO. “We are a leader in cellular system solutions. Combining GloNav’s GPS expertise with NXP’s FM Radio, Bluetooth, USB and NFC leadership, enables us to offer a broader connectivity suite to the mobile phone market.

    “We already turned the cell phone into a multimedia wallet,” he continued. “It’s only natural that we also want to use our mobile phones to navigate and to find local goods and services. GPS integration allows us to create these and many more interesting and dynamic features, continuously enriching the cell phone in our pocket.”

    GloNav has approximately 50 employees and contractors at locations in the United States, United Kingdom, Ireland and Taiwan. It will join NXP’s Mobile and Personal Business Unit.

    With the merger pending, GloNav investor Ceva Inc. said that it will divest its ownership stake in the company. European private equity firm Atlantic Bridge Venture created GloNav in 2006 through the divestment of Ceva’s GPS technology and product lines and a merger with California-based RFDomus Inc. Ceva’s ownership in GloNav is 19.9 percent on a fully diluted basis.

    The value of Ceva’s shareholding in GloNav, based on its ownership percentage and the acquisition purchase price, is approximately $17 million, more than four times the recorded value of approximately $4 million for the GloNav investment as accounted in in Ceva’s financial statements. “Today’s announcement that NXP Semiconductors is to acquire GloNav is great news for Ceva and in line with the company’s strategy to focus on its strength as a leading silicon intellectual property SIP provider for DSP cores, multimedia, Bluetooth and SATA products.” said Gideon Wertheizer, Ceva CEO.

    NXP’s acquisition of GloNav caps a busy year of high-profile acquisitions in the GPS sector of the semiconductor industry. A week ago wireless chip and chipset provider Atheros Communications Inc. announced plans to acquire GPS tech supplier u-Nav Microelectronics in a $54 million deal. Prior to that, SiRF Technology acquired Centrality Communications while Broadcom acquired Global Locate.

  • Navteq Shareholders Approve Nokia Merger Plan

    Navteq Corp. said Wednesday that its stockholders have approved the company’s pending merger deal with Finnish mobile phone giant Nokia.

    Shareholders representing more than 75 percent of the issued and outstanding shares of common stock eligible to vote and nearly 100 percent of the total votes cast at the special meeting Wednesday, voted in favor of the merger agreement. That move follows the company’s announcement late last week that it had received early termination of the mandatory waiting period under the U.S. Hart-Scott-Rodino Antitrust Improvements Act.

    Nokia plans to acquire Navteq for about $8.1 billion (€5.7 billion).

    Upon satisfaction of the remaining closing conditions, under the terms of the merger deal each outstanding share of the common stock of Navteq will be converted into the right to receive $78 in cash, without interest, and Navteq will survive the merger as a wholly-owned subsidiary of Nokia Inc., according to the company. All unvested options to purchase common stock will accelerate and vest in full immediately prior to the consummation of the merger. Option holders will receive a cash payment for each option held equal to the excess of $78 over the applicable option exercise price, less taxes.

  • TomTom-Tele Atlas Merger Falls Under Scrutiny

    The European Commission (EC) is taking a closer look at TomTom’s planned acquisition of TeleAtlas; it looks as if it might have a tough European road to hoe.  The EC only initiates a second review in about 3 percent of the mergers it reviews, so it’s a bit of an extraordinary step. The probe will examine whether the deal would push up the price of digital maps for rival portable navigation device makers or limit their access to these maps, the EC said. It set an April 17 deadline for the probe to end.

    TomTom and Tele Atlas said in a joint statement they expect to have a clearer idea about whether the deal can go through by early next year. TomTom extended its offer for Tele Atlas shares until March 31, assuming it would know the outcome of the probe by then.

  • Hexagon Closes on NovAtel Merger Deal

    NovAtel Inc. announced today that Hexagon Canada Acquisition Inc. has successfully taken up all of the shares tendered and not validly withdrawn pursuant to its tender offer for all the outstanding common shares of NovAtel, at an offer price of U.S. $50 in cash per share.

    The tender offer and withdrawal rights expired at 5:00 p.m., New York time, on November 27 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,” said Ola Rollen, CEO and president of Hexagon AB.

  • Navteq Schedules Stockholder Vote on Nokia Merger

    Navteq Corp. said Monday that it has scheduled a special meeting of stockholders next month to consider approval of the previously announced merger agreement between the company and Nokia.

    Finnish mobile phone maker Nokia and digital map supplier Navteq first announced on October 1 that they had reached a definitive merger agreement to the tune of $8.1 billion (€5.7 billion). In the meantime, PND rivals Garmin and TomTom became involved in a bidding war over Tele Atlas, a Navteq competitor.

    Navteq stockholders of record at the close of business on November 13, 2007, are entitled to notice of the special meeting and to vote on the adoption of the merger agreement, according to the company. The special meeting will be held on December 12 in Chicago. Proxy statements and the accompanying proxy card were mailed to Navteq stockholders earlier this month, the company said.

    Completion of the merger is subject to the adoption of the merger agreement by Navteq stockholders at the special meeting and the satisfaction of the other closing conditions set forth in the merger agreement. Navteq currently expects to complete the proposed merger in Q1 of next year.

  • GMV Buys Controlling Interest in Masisconvi

    Spanish technology conglomerate GMV has purchased a 66 percent controlling interest in Masisconvi S.A., another Spanish company that specializes in design and manufacture of electronic fare-collection systems.

    This purchase will allow GMV to incorporate Masisconvi’s wide range of electronic fare-collection systems into its own range of products in the passenger transport telematics area, where it has traditionally concentrated on GPS-based fleet management systems. This means that GMV can now offer fleet operating companies a complete, across-the-board coverage of all their possible needs in the field of information systems and communications, the company says.

    There is a growing trend of merging fleet management systems and fare-collection systems, according to GMV. Its takeover of Masisconvi will thus enable it to give a better service to its long-standing customers and develop lower-cost systems with improved service features to break into emerging markets, the company says.

    Masisconvi already has a strong foothold in some of these emerging markets, such as South America and North Africa, so its integration into GMV will not only boost its growth prospects but also improve the joint market position of both companies in the transport telematics market, according to GMV.

  • Broadcom Gets Into the GPS Chip Biz

    Communications chip maker Broadcom Corp. today said it was acquiring GPS chip maker Global Locate Inc., a privately-held provider of GPS and assisted GPS (A-GPS) chips and software.

    Broadcom expects to pay approximately $146 million in cash for all outstanding shares of Global Locate when the deal closes. It anticipates closing on the acquisition during Q3, which ends Sept. 30. A strategic move that will likely prove important in the near future for Broadcom, it’s not a stretch for the company financially; its 2006 revenues were $3.67 billion.

    Broadcom, which specializes in wired and wireless technology and is noted for its RF tech, cited the growth in GPS applications, particularly in mobile devices, as the principal driver behind the acquisition. It noted that Global Locate silicon is found in not only mobile phones but also in personal navigation devices (PNDs) from TomTom.

    “With the acquisition of Global Locate, Broadcom will be the only semiconductor supplier in the world with top-tier customers in Bluetooth, Wi-Fi, FM radio and GPS, four of the key wireless technologies now being added to next generation mobile phones,” stated Robert A. Rango, vice president and general manager of Broadcom’s Wireless Connectivity Group. “We are also pleased to add Global Locate’s strong patent portfolio of over 175 issued and pending U.S. and foreign patents to our already robust patent portfolio.”

    Broadcom holds some 2,000 U.S. and 800 foreign patents with more than 6,000 additional pending patent applications, according to the company.

    Global Locate President Scott Pomerantz said he envisions a new generation of GPS chips coming from the merger—and the eventual appearance of Broadcom wireless technology in PNDs. “The combination of Global Locate’s navigation expertise with Broadcom’s well-known leadership in CMOS RF technology will enable Broadcom to develop a new generation of standalone GPS chips as well as GPS chips that incorporate other wireless standards, accelerating the adoption of GPS into all sorts of consumer devices,” he stated.

    Global Locate has focused on GPS chip and navigation technology since it was founded in 1999. The company is currently producing its third generation of GPS chips and has developed a worldwide GPS reference network that provides assistance data to its A-GPS-equipped chips via cellular data channels (GPRS or 3G), boosting performance and reducing the time required to determine a location by up to a factor of 100, according to the company.