Secures OEM partnership with AGCO Adds new market verticals
CALGARY - January 2, 2008- Hemisphere GPS (TSX: HEM), a designer and manufacturer of advanced GPS products, has entered into a definitive agreement with BEELINE Technologies Pty Ltd. under which Hemisphere GPS has agreed to acquire all of the outstanding shares and ongoing operations of BEELINE for total consideration of US$21 million.
BEELINE, based in Brisbane, Australia, is a private, precision guidance software developer, providing intelligent high-end GPS guidance and auto-steering solutions for agriculture equipment and autonomous control solutions for other machine control applications including the mining, construction and military market verticals. For more than a decade, BEELINE's experienced teams have worked with original equipment manufacturers (OEMs) and technology organizations to deliver flexible, leading-edge technology solutions for ground-based vehicles worldwide. Historically, a GPS applications provider, BEELINE recently transitioned its business strategy to focus exclusively on its advanced software platform which leverages highly accurate "steer-by-wire" automatic vehicle steering. This acquisition enables Hemisphere GPS to accelerate the evolution of its leading auto-steering products from hydraulic-based steering to electronic vehicle control which accesses the vehicle electronic systems using the industry standard Controller Area Network (CAN) interface protocol.
BEELINE has approximately 30 employees, of which 20 are engineers focused on research and software development. The Company's new software business model has transitioned BEELINE to profitability. For its fiscal year ended June 30, 2007, BEELINE's revenues were approximately US$5.2 million with earnings before interest, taxes, depreciation and amortization ("EBITDA") of approximately US$2.3 million, prior to costs which are not expected to continue following the acquisition including executive costs, board of directors costs and adjustments related to the carrying value of BEELINE's long-term liabilities under Australian GAAP. BEELINE's software-based business is expected to be immediately accretive to Hemisphere GPS.
"BEELINE's high-end solutions round out our product offerings, with the addition of end-user application-specific solutions for the high-end precision agriculture markets," stated Steven Koles, president and CEO of Hemisphere GPS. "BEELINE's leading software solution will be integrated with Hemisphere GPS' leading Outback(R) products and our Crescent(R) and Eclipse(TM) technologies, allowing us to address the entire market spectrum - from entry level guidance to highly accurate auto-steering. The addition of BEELINE aligns with our goal of being the world's premiere supplier of GPS guidance and auto-steering products for agriculture."
"Hemisphere GPS was selected from a number of potential partners for BEELINE," said Peter Williams, CEO of BEELINE Technologies. "Hemisphere GPS is the clear market leader in precision agriculture and their reputation, brand recognition and distribution network are second to none in this market space. We hold the leadership team in high regard and have common vision and corporate culture."
More than ever, the agricultural sector seeks to increase efficient and effective delivery of crop planting and yield. GPS guidance and auto-steering assist farmers to precisely map and navigate their fields - enabling straighter rows, no skipped areas and minimal overlap. These products significantly reduce driver fatigue and stress, while saving valuable time, fuel, fertilizer, insecticides and other operating costs - ultimately enabling farmers to recoup their GPS investment very quickly. "BEELINE has proven solutions which assist growers to achieve optimal productive efficiencies," said Mr. Williams. "BEELINE pioneered hands-free auto-steering which improves efficiencies and productivity, and reduces soil compaction and driver fatigue."
AGCO OEM Relationship
The acquisition of BEELINE also complements Hemisphere GPS' longer term OEM strategy by immediately increasing its presence in the OEM market. BEELINE has a long standing OEM partnership with AGCO Corporation, a worldwide manufacturer and distributor of agricultural equipment with over a century of experience in the field and 2006 net sales of US$5.4 billion. AGCO's global diversity spans more than 140 countries with a distribution channel of close to 3,200 authorized dealers. Today, BEELINE is the exclusive OEM auto-steering software supplier for AGCO tractor brands including Fendt, Challenger, Massey Ferguson and Valtra. Mr. Koles added: "AGCO's global presence will help Hemisphere GPS to extend its market reach and serve a truly global customer base."
New Vertical Markets
The acquisition of BEELINE supports Hemisphere GPS' future market expansion strategies by providing immediate access to high-end guidance technology suited for new growth markets including mining, machine control, construction and defense. BEELINE has developed technology to support unmanned autonomous vehicle (UAV) applications with funding from AusIndustry, the Australian Government agency supporting industry, research and innovation. BEELINE's technology is now being tested by military for UAV applications such as HUM-V's.
"BEELINE is in an exciting growth phase leveraging its integrated, autonomous, intelligent machine control solutions in several sectors for land-based vehicles including; agriculture, defense, mining, construction and commercial vehicle applications", stated Stephen Ezekiel, BEELINE director and senior managing director and head of structured finance, Asia, for GE Commercial Finance, the largest shareholder of BEELINE. "We look forward to a successful relationship with Hemisphere GPS."
Terms of the Agreement
Under the terms of the agreement, Hemisphere GPS will acquire all of the issued and outstanding securities of BEELINE for total consideration of US$21 million, consisting of US$12.5 million in cash and US$8.5 million in Hemisphere GPS common shares. Hemisphere GPS plans to fund the cash component of the acquisition from cash on the balance sheet and pre-arranged financing facilities.
The agreement has been approved by BEELINE's Board of Directors and is fully supported by BEELINE's management. The transaction is expected to close by January 8, 2008 and is subject to regulatory approval.
Non-GAAP Financial Measures
The Company has included information concerning EBITDA prior to costs that are not expected to recur because it believes that it may be useful to certain readers as one measure of BEELINE's financial performance. EBITDA is not a financial measure that is defined under Canadian or Australian GAAP and is not necessarily comparable to similarly titled measures used by other companies. EBITDA should not be construed as an alternative to net income or to cash flows from operating activities as determined in accordance with Canadian or Australian GAAP.
About Hemisphere GPS
Hemisphere GPS designs and manufactures innovative, cost-effective GPS products for positioning, guidance, and machine control applications in agriculture, marine and other markets. The Company holds numerous patents and other intellectual property and owns leading brand names, including Outback Guidance(R), one of the leading brands in precision GPS for ground agriculture. The Company is headquartered in Calgary, Alberta, with major product development, sales, and marketing facilities in Arizona, Kansas, and Texas. For more information about Hemisphere GPS, go to www.hemispheregps.com.
The above disclosure contains certain forward-looking statements that involve substantial known and unknown risks and uncertainties. These forward-looking statements are subject to numerous risks and uncertainties, certain of which are beyond Hemisphere GPS' control, including: the impact of general economic conditions, industry conditions, increased competition, the lack of availability of qualified personnel or management, fluctuations in foreign exchange or interest rates, stock market volatility and market valuations of companies with respect to the announced transactions and the final valuations thereof, and obtaining required approvals of regulatory authorities. Hemisphere GPS' actual results, performance or achievement could differ materially from those expressed in, or implied by these forward-looking statements and, accordingly, no assurances can be given that any of the events anticipated by the forward-looking statements will transpire or occur, or if any of them do so, what benefits, including the amount of proceed, that Hemisphere GPS will derive there from.
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