Verizon Communications Inc. said Friday it would buy Hughes Telematics Inc. in a $612 million deal designed to boost the telecom giant's enterprise business.
Atlanta-based Hughes offers a portfolio of location-based services for consumers, manufacturers and fleet customers through two-way networks, including remote fleet diagnostics, security and personal emergency assistance. It reported a net loss of $14.35 million on sales of $22.07 million in the three months ending March 31.
Verizon will pay $12 per share in cash for Hughes, a premium of 176% over the target's Thursday close. Apollo Global Management LLC is a major investor in Hughes.
The deal has been approved by Hughes' board on the recommendation of a special committee, and has also been approved by a written consent executed by holders of a majority of the company's voting shares. Verizon expects to close the deal, which is subject to regulatory approval, in the third quarter, and said it will keep Hughes' existing management team and Atlanta base post-deal.
New York-based Verizon said that the deal is part of its push to use its near-ubiquitous wireless network to expand its capabilities in the automotive and fleet telematics marketplace, and to tap growth in emerging markets including machine-to-machine services.
"We expect [machine-to-machine] and telematics to drive significant growth for Verizon and we're taking an important step forward to accelerate solutions that will unlock more opportunities for existing and new [Hughes] and Verizon customers," John Stratton, president of Verizon Enterprise Solutions, said in a statement. "In powerful combination with Verizon's global IP network, cloud, mobility and security solutions, Hughes Telematics' flexible service-delivery platform has the potential to reach beyond the automotive and transportation realm to create new opportunities in mHealth [mobile health], asset tracking and home automation," Stratton said.
Verizon was represented by UBS Investment Bank and a Debevoise & Plimpton LLP team led by partners Jeffrey J. Rosen and William D. Regner and including partner Lawrence K. Cagney and associates Kevin Bensley, Allison E. Buckley, Brandon C. Gruner, Benjamin T. Lawson, Sue Meng and Dmitri A. Tartakovskiy.
Hughes received financial advice from Ozzie Ramos and Ricardo Zubieta of Barclays and legal counsel from a Skadden, Arps, Slate, Meagher & Flom LLP team including Jeffrey Brill, Robert Pincus, Gregory Fernicola, Stuart Finkelstein and Neil Leff.
A special committee of Hughes directors was represented by Navid Mahmoodzadegan, Jeff Raich and Andrew Haber of Moelis & Co. LLC as well as attorneys from Nelson Mullins Riley & Scarborough LLP.