Novatel Wireless Completes Acquisition of DigiCore

  • M&A Deals
  • 06.10.2015 01:00 am

 Novatel Wireless (NASDAQ:MIFI) (the "Company"), a leading provider of solutions for the Internet of Things (IoT) and inventor of MiFi® technology, today announced that it has completed the acquisition of DigiCore Holdings Limited, a leading provider of advanced machine-to-machine communication and telematics solutions marketed globally under the Ctrack® brand, based inSouth Africa. Details of the acquisition were first announced on June 18, 2015. For more information regarding DigiCore and the acquisition, please visit the Company's website at www.novatelwireless.com/welcomeDigiCore.

Novatel Wireless has worked closely with DigiCore since 2013 to jointly commercialize a comprehensive end-to-end global Software-as-a-Service (SaaS) platform. The acquisition will unify Novatel Wireless' best-in-class products, software, and services with Ctrack, a best-in-class global telematics SaaS offering for vehicle tracking and fleet management solutions, stolen vehicle recovery, insurance telematics, and asset tracking and monitoring markets. This, combined with the products and integration services offered by Feeney Wireless, which was acquired byNovatel Wireless earlier this year, delivers the market's first full-stack solution for the global transportation industry. IDC Research reports that the combination of devices, connectivity, and services will make up the majority of the IoT market by 2020 (IDC's Worldwide Internet of Things Taxonomy, 2015).

"Having worked with the DigiCore team over the last couple of years, we were very impressed by the common ideals that we both have for delivering complete solutions for the Internet of Things on a global scale," said Alex Mashinsky, CEO of Novatel Wireless. "As we continue to build our comprehensive stack of solutions, we are empowering our customers and organizations worldwide to simplify and expedite their IoT implementations and quickly generate ROI. This geographic expansion is a natural fit, as we drive toward expanded SaaS offerings with recurring revenue opportunity."

"Ctrack has built a great reputation around superior service and support to establish long-term relationships with our customers over the past 30 years," explained Nick Vlok, CEO of DigiCore, provider of Ctrack. "Being part of the Novatel Wireless team will allow us to strengthen our existing solutions whilst identifying and creating new solutions that add further value to our customers' operations. The depth of experience in this new unified team will allow us to research and develop a complete stack of meaningful and scalable solutions across the industry sectors and markets where we operate. We look forward to exploring cross-marketing opportunities to accelerate growth in these markets, while tapping into new ones."

Inducement Stock Options for DigiCore Employees

In connection with the acquisition of DigiCore, Novatel Wireless granted inducement stock options to certain DigiCore employees to acquire up to approximately 712,000 shares of Novatel Wireless common stock under the Company's 2015 Incentive Compensation Plan.

The inducement stock options were made without shareholder approval in reliance upon the exception provided under NASDAQ Listing Rule 5635(c)(4) relating to awards granted in connection with the hiring of new employees, including grants to transferred employees in connection with an acquisition. The inducement awards became effective upon the closing of the acquisition. The option shares will vest over a four year period with 25% of the option shares vesting on the first anniversary of the grant date and the remaining 75% of the option shares vesting ratably on a monthly basis over the following 36 months. Each stock option will have an exercise price equal to the closing price per share of Novatel Wireless' common stock as reported by NASDAQ on October 5, 2015, the date of the grant.

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