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Polaris Acquisition Corp. Announces Revised Terms for Merger with Hughes Telematics
- Improved Terms for Polaris Shareholders
- Polaris to Hold Conference Call to Discuss Transaction
New York, NY – November 11, 2008 – Polaris Acquisition Corp., ("Polaris") (AMEX: TKP) a Special Purpose Acquisition Company, announced today that it has entered into an amended and restated merger agreement relating to its previously announced merger with Hughes Telematics Inc. ("Hughes Telematics"), a growing telematics company. The all-stock transaction is now valued at approximately $385 million. Polaris believes that the revised terms of the transaction provide its shareholders with an even more attractive opportunity to participate in a rapidly growing technology-enabled information and services company that is poised for strong recurring revenues and earnings.
Holders of Polaris common stock who do not elect conversion will continue to keep their shares after the closing of the transaction in the same manner as under the original agreement. However, the amended and restated agreement includes the following revised terms:
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Subject to certain adjustments, Hughes Telematics shareholders will now receive approximately 15 million shares of Polaris common stock at closing, versus 45 million under the previous agreement. The 30 million shares that were to be provided at closing to Hughes Telematics shareholders under the prior structure are now deferred to the earn-out structure described below.
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Within the five year period following closing, Hughes Telematics shareholders are now eligible to receive up to an additional 30 million shares of Polaris common stock upon the achievement of certain stock price targets set in the prior structure, which are as follows:
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At $20.00 between the first and fifth anniversary of closing, 23.6 million shares (versus 9.7 million previously)
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At $24.50 between the second and fifth anniversary of closing, 17.7 million shares (versus 9.7 million previously)
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At $30.50 between the third and fifth anniversary of closing, 17.7 million shares (versus 9.7 million previously)
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The Polaris founders agree to deposit 1.25 million shares of their Polaris common stock into an escrow, to be released upon the achievement of a $20.00 stock price target between the first and fifth anniversaries of closing.
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If the first share price target is achieved between the first and second anniversary of the closing, the Hughes Telematics shareholders and the Polaris founders are restricted from selling the associated shares for one year after their release from escrow. For any share price targets achieved after the second anniversary of closing, the Hughes Telematics shareholders and the Polaris founders are restricted from selling the associated shares until the earlier of 6 months after their release from escrow or the fifth anniversary of closing.
As per the original agreement, the revised terms of the transaction provide Hughes Telematics with access to approximately an additional $140 million in capital to fund the company’s growth opportunities. This capital is in addition to the approximately $90 million invested to date by an affiliate of Apollo Management L.P. ("Apollo"). As per the original agreement, Apollo, which will maintain its current stake in Hughes Telematics, has agreed, along with management and other Hughes Telematics shareholders, to a two-year lock-up of the Polaris shares received at closing, and it will continue to play an important role in guiding the Company’s management team.
Hughes Telematics shareholders are expected to initially own approximately 39% of the fully diluted equity of the combined company, and the Hughes Telematics management team, with significant experience in telematics, satellite radio, wireless, automotive and entrepreneurial initiatives, will continue to manage the company. Hughes Telematics shareholders will also be permitted to vote the 59 million earn-out shares while they are in escrow, giving them control over the majority of the voting power of the company after closing.
For more, see www.HTIPolaris.com
Hughes Telematics to Combine with Polaris Acquisition Corp. in an All-Stock Deal Valued at Approximately $700 Million
- Combined Company at Forefront of the Expanding Telematics Industry
- Apollo and Management to Maintain Stake, Agrees to Two-Year Lock-up
- Access to Public Markets Expected to Accelerate Expansion Opportunities
New York, NY – June 16, 2008 – Hughes Telematics, Inc., a leader in the high growth telematics industry, and Polaris Acquisition Corp., a Special Purpose Acquisition Corporation ("Polaris") (AMEX: TKP.U), have signed a definitive merger agreement in an all-stock transaction valued at approximately $700 million. The transaction provides Polaris investors with a unique opportunity to participate in a rapidly growing technology and services company that is poised for strong recurring revenues and earnings.
The transaction provides Hughes Telematics with access to added resources, including an additional $140 million in capital to fund the company’s growth opportunities. This capital is in addition to the approximately $90 million invested to date by an affiliate of Apollo Management L.P. ("Apollo"). Apollo, which will maintain its current stake in Hughes Telematics, has agreed, along with management and other Hughes Telematics shareholders, to a two-year lock-up and will continue to play an important role in guiding the Company’s management team. In addition, the founders of Polaris have a 1 year lockup in a further showing of confidence in this transaction. Hughes Telematics has established its leadership position through long-term contracts with Chrysler Group and Mercedes-Benz USA, both of which are expected to begin implementing the Hughes Telematics solution in the second half of 2009 with the solution expected to be standard in nearly all of their U.S. production by 2012.
For more, visit www.htipolaris.com
NEW YORK, Jan. 14 /PRNewswire/
-- The American Stock Exchange(R) (Amex(R)) today
lists the units of Polaris Acquisition Corp. under
the ticker symbol TKP.U. The offering size is
15,000,000 units at $10.00 per unit for gross
proceeds of $150,000,000 (excluding the
underwriters' over-allotment option). One unit
equals one share of common stock and one warrant.
Initially, the units will be the only security
trading. Lazard Capital Markets is the lead manager
on this initial public offering with Ladenburg
Thalmann & Co. Inc. and ThinkEquity Partners, LLC as
co-managers.
Located in Fort Lee, New
Jersey, Polaris Acquisition Corp. is a newly
organized company formed for the purpose of
effecting a merger, capital stock exchange, asset
acquisition, or other similar business combination
with operating business. The Company's effort to
identify a prospective target business will not be
limited to a particular business. "We are pleased to
welcome Polaris Acquisition Corp. to the American
Stock Exchange," said Neal Wolkoff, Chairman and CEO
of Amex. "We look forward to providing them with the
solid support and services that are essential in
today's competitive marketplace." |
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