EANS-Adhoc: Kapsch TrafficCom AG
Kapsch TrafficCom Acquires Traffic Management
Software and Systems Integration Company Transdyn
16.01.2014 – 12:02
-------------------------------------------------------------------------------- ad-hoc disclosure transmitted by euro adhoc with the aim of a Europe-wide distribution. The issuer is solely responsible for the content of this announcement. -------------------------------------------------------------------------------- Mergers - Acquisitions - Takeovers 16.01.2014 Kapsch TrafficCom AG (ISIN AT000KAPSCH9), listed on the Vienna Stock Exchange in the prime market segment, has acquired through its subsidiary Kapsch TrafficCom IVHS Inc., with immediate effect, all of the shares of Transdyn, Inc., a Delaware corporation, from Powell Industries, Inc. for a purchase price of sixteen million U.S. Dollars (approximately twelve million Euro), on a cash free, debt free basis, subject to working capital adjustment after the closing. Transdyn, Inc. is one of the leading Intelligent Transportation Systems (ITS) companies in the U.S. market, well-known as designer and builder of mission critical - among others - traffic management applications that are used by highway, toll, turnpike, tunnel and bridge authorities. Transdyn is a well-known systems integrator of control, communication, information management and security/surveillance systems. For 35 years, it has delivered a wide-range of systems for government agencies and private industry in the transportation, environmental, security, energy, and industrial markets throughout the United States and abroad. Its services include planning, design, systems integration, project management, software development, installation, commissioning, training, maintenance, and long-term support. As an engineering and contracting organization, Transdyn combines specialty contracting, project management, and a variety of technical services to deliver high-performance, high-availability systems tailored to their clients' requirements. Major transportation departments and authorities use Transdyn systems to manage the safety and throughput of their vital roadways, tunnels, bridges, and transit rail lines. The company's traffic management systems are installed in over 30 transportation facilities all across the U.S., including the LBJ Express project in North Texas in which Kapsch and Transdyn worked jointly. The LBJ Express project opened the first stretch of the highway for traffic on December 12, 2013. The major references outside the United States comprise New Zealand, Australia and Israel. Transdyn, Inc. is headquartered in Duluth, Georgia, and has branch offices in California, New Jersey and Virginia. With approximately 150 employees, Transdyn generated in its most recently completed fiscal year ended September 30, 2013, a revenue of USD 33.9 million (approximately EUR 25 million) at a clear positive free cash flow and at an EBITDA margin accretive to the EBITDA margin of the Kapsch TrafficCom Group generated in its last fiscal year ended March 31, 2013. Investor Contact: Marcus Handl Investor Relations Officer Kapsch TrafficCom AG Am Europlatz 2, 1120 Vienna, Austria Phone: +43 50 811 1120 E-mail: ir.kapschtraffic@kapsch.net Press Contact: Katharina Riedl Spokesperson Kapsch AG Am Europlatz 2, 1120 Vienna, Austria Phone: +43 50 811 1705 E-mail: katharina.riedl@kapsch.net Disclaimer This ad-hoc release constitutes neither an offer to sell nor a solicitation to buy any securities. The securities have already been sold. This ad-hoc release and the information it contains are not for publication in the United States of America (U.S.A.) and may not be distributed to U.S. persons (as defined in Regulation S of the U.S. Securities Act ("Securities Act") of 1933, as amended) or to publications with a general circulation in the U.S.A. This stock exchange announcement does not constitute an offer for the sale of securities or solicitation of an offer to purchase securities in the U.S.A. The securities of Kapsch TrafficCom AG have not been registered under the provisions of the Securities Act and may not be offered, sold or delivered to U.S. persons without prior registration under or exemption from the registration requirements. This ad-hoc release is exclusively addressed to persons (i) outside the United Kingdom, or (ii) who are investment professionals for the purposes of article 19(5) U.K. Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"), as amended, or (iii) who are included under article 49(2)(a)-(d) of the Order ("high net worth companies, unincorporated associations, etc.). All such persons are hereinafter referred to as "Relevant Persons". No person who is not a Relevant Person may take action on the basis of this press release or the information contained herein or rely thereon. Investment or investment activities in connection with this press release are only available to Relevant Persons, and investment business will only be transacted with Relevant Persons. Further inquiry note: Mag. Marcus Handl Investor Relations Officer Kapsch TrafficCom AG Am Europlatz 2 1120 Wien, Österreich Tel.: +43 50.811 1120 E-Mail: {ir.kapschtraffic@kapsch.net} [HYPERLINK: mailto:ir.kapschtraffic@kapsch.net] Pressekontakt: Mag. Katharina Riedl Unternehmenssprecherin Kapsch AG Am Europlatz 2 1120 Wien, Österreich Tel.: +43 50.811 1705 E-Mail: {katharina.riedl@kapsch.net} [HYPERLINK: mailto:katharina.riedl@kapsch.net] end of announcement euro adhoc -------------------------------------------------------------------------------- issuer: Kapsch TrafficCom AG Am Europlatz 2 A-1121 Wien phone: +43 1 50811 1122 FAX: +43 1 50811 99 1122 mail: ir.kapschtraffic@kapsch.net WWW: www.kapschtraffic.com sector: Technology ISIN: AT000KAPSCH9 indexes: Prime Market stockmarkets: official market: Wien language: English