Trimble announced that it has entered into a definitive agreement to acquire privately-held TMW Systems, Inc., a leading provider of enterprise software to transportation and logistics (T&L) companies. TMW’s transportation software platform serves as a central hub from which the core operations of transportation organizations are managed, data is stored and analyzed, and mission critical business processes are automated.
The company’s software capability spans the entire surface transportation lifecycle, delivering visibility, control and decision support for the intricate relationships and complex processes involved in the movement of freight. TMW’s enterprise software currently integrates with Trimble’s T&L solutions on many fleets and when combined will jointly serve more than 3,000 fleets around the world. TMW Systems is based in Beachwood, OH and has 500 employees. It will be reported within Trimble’s Mobile Solutions segment.
“Trimble’s global presence will provide a strong channel for extending TMW’s reach and scope, beyond its leading position in North America,” said David Wangler, TMW’s president and chief executive officer. “Together, our complementary technologies can deliver exceptional return on information that improves our customers’ operational efficiencies and allows them to deliver superior customer service. We look forward to becoming a part of Trimble and providing our customers a comprehensive and integrated end-to-end solution for transportation management.”
“This highly synergistic combination provides the potential for creating uniquely innovative solutions for the customer. In addition to a shared market vision focused on customer value, TMW brings a history of robust double-digit growth, invention and strong financial performance,” said Ron Konezny, general manager of Trimble’s T&L Division. “With more fleets deploying information-based solutions to improve business performance, the tight integration enabled by this transaction can offer a more comprehensive and seamless solution, enabling a continuous flow of information between customer, shipper, carrier and driver.”
Financial Terms
The all cash purchase price of $335 million will be financed through Trimble’s existing credit facility. The facility has terms and conditions for draw-downs that are typical in financing of this kind. A detailed description of the credit agreement can be found in Trimble’s current report on Form 8-K filed with the SEC on May 9, 2011. The transaction is expected to close in the fourth quarter of 2012, subject to customary closing conditions, including expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act.
TMW’s reported trailing twelve month revenue is approximately $96 million. The transaction is expected to be slightly dilutive to Trimble’s fourth quarter non-GAAP earnings per share by $0.01 to $0.03 per share, due to the impact of a one-time, non-cash write-down on a portion of TMW System’s deferred revenue. Trimble expects the acquisition to be accretive to its 2013 non-GAAP earnings per share by $0.12 to $0.14 per share.
