Acquisition is Milestone in Achieving LoJack�s Vision of Expanded Global Leadership
WESTWOOD, MA, August 17�LoJack Corporation (NASDAQ: LOJN), the premier global marketer of wireless security and location products and services, announced today that it had entered into a definitive agreement to acquire Boomerang Tracking Inc. (TSX: BMG), the dominant marketer and provider of stolen vehicle recovery technology in Canada, for CAD $2.95 per share payable, at the option of the shareholder, in cash or in a combination of cash, LoJack stock or securities exchangeable into LoJack stock. The total value of the transaction is approximately USD $48 (CAD $64) million. The net value of the transaction at closing will reflect the total value of USD $48 million reduced by Boomerang Tracking�s approximately USD $12 million cash on hand.
Upon completion of the acquisition, LoJack will add to its organization a trusted, highly profitable company with an established brand that complements its own core business. Moreover, LoJack will expand its operations and gain access to the Canadian market, including the provinces of Quebec, Ontario and British Columbia, where Boomerang Tracking is the leader in stolen vehicle recovery. LoJack also will gain Boomerang Tracking�s expertise in marketing to insurance companies, as well as technology that may be leveraged for new applications globally.
In making the announcement, LoJack Chairman and CEO Ronald J. Rossi said, �The acquisition accelerates LoJack�s growth and makes an important contribution to LoJack�s vision of being the leading global provider of wireless tracking and recovery services. We believe that there are opportunities for future introductions of new products that use both LoJack and Boomerang Tracking technologies, as well as the potential to leverage the companies� complementary brands and channels for more effective market penetration world wide.�
�Boomerang Tracking generated CAD $26.2 million in revenues and CAD $3.3 million in net income for its most recent fiscal year ending April 30, 2004. Based on a fourth quarter close, we expect the acquisition to be neutral to earnings per share in 2004 and accretive in 2005 and beyond. We also remain confident that LoJack Corporation will meet its stated guidance of 10 percent revenue growth and 20 percent net income growth in its existing business in 2004,� Mr. Rossi said.
Boomerang Tracking President and CEO Peter Lashchuk said, �As one of the Deloitte Canadian Technology Fast 50 companies, Boomerang Tracking has built a solid reputation that has propelled it to the forefront of the stolen vehicle recovery market in Canada. By joining LoJack, we believe we can more effectively increase our penetration in existing markets and enter new markets through the synergy created by our two organizations.�
The total consideration in the transaction of USD $48 million will be paid in cash, or at the option of the holder, in a combination of cash, LoJack stock or securities exchangeable into LoJack stock. A maximum of 30% of the total consideration will be in stock and in no event will the transaction result in the issuance of more than 1.6 million shares of LoJack common stock. LoJack will finance the cash portion of the consideration via an acquisition term loan for which it has received a commitment from its lending institution.
The Boards of Directors of both companies have received fairness opinions from their respective financial advisors and have approved the acquisition. In addition, the Independent Committee of the Board of Directors of Boomerang Tracking has recommended the approval of the acquisition to its shareholders. Principal shareholders of Boomerang Tracking controlling approximately 56 percent of Boomerang Tracking�s outstanding shares have already agreed to vote their shares in favor of the acquisition. The Combination Agreement provides for the payment of a CAD $3 million break-up fee in the event the transaction is not completed under certain circumstances.
The proposed acquisition is expected to close in the fourth quarter of 2004 and is subject to customary closing conditions, as well as approvals by two-thirds of the Boomerang Tracking shareholders and the Superior Court of Quebec, appropriate regulatory and other authorities, and compliance with the Canadian Business Corporations Act.
Harris Nesbitt, a member of BMO Financial Group, served as financial advisor to LoJack Corporation and provided a fairness opinion to the Board of Directors of LoJack Corporation.
LoJack Corporation, the premier worldwide marketer of wireless security and location products and services, is the global leader in stolen vehicle recovery. Its stolen vehicle recovery system, delivering a better than 90 percent success rate, is uniquely integrated into law enforcement agencies in the United States that use LoJack”s in-vehicle tracking equipment to recover stolen vehicles. The LoJack System operates in 22 states and the District of Columbia, representing areas of the country with the greatest population density, and highest number of new vehicle sales and incidence of vehicle theft. In addition, LoJack technology is utilized by law enforcement and security organizations in more than 25 countries throughout Europe, Africa and Latin America.
Boomerang Tracking Inc. markets and distributes the Boomerang� tracking devices, proprietary products using technology patented by the Company. The Boomerang, Boomerang2� and GSM-based units are the central devices in a system that uses the wireless networks of major regional telecommunications companies for tracking stolen assets. The Boomerang Tracking System is capable of locating stolen automobiles, heavy equipment and valuable assets. As a result of its success, the Company has received the endorsement of members of the insurance industry. The Boomerang devices are available and installed through a network of authorized dealers in Quebec and Ontario. The Company’s head office, research and development centre and manufacturing facilities are located in Montreal, Quebec, with regional facilities located in Mississauga, Ontario and Orange County, California. Boomerang is a registered trademark and Boomerang2 is a trademark of Boomerang Tracking Inc. The shares of Boomerang Tracking Inc. trade on The Toronto Stock Exchange under the symbol BMG.