Hexagon AB ("Hexagon")(STO:HEXAB) and Topcon Europe B.V. and Topcon
Corporation respectively ("Topcon") have today entered into a memorandum
of understanding (the "MoU") related to Veripos Inc. ("Veripos").
Hexagon Acquisition Ltd., an indirectly wholly owned subsidiary of
Hexagon, has made an unconditional cash offer for all outstanding shares
in Veripos not already owned by Hexagon Acquisition Ltd. The acceptance
period for the unconditional cash offer expires on 29 January 2014,
subject to further extensions but however not beyond 7 February 2014.
Hexagon Acquisition Ltd. owns, and has as per today received acceptances
and pre-acceptances for a total of 9,980,630 shares, representing 30.1
per cent of the outstanding shares in Veripos.
Under the MoU and subject to Hexagon obtaining sufficient ownership and
board representation in Veripos, Hexagon shall, procure to establish a
customer agreement between Topcon and Veripos on standard commercial
terms (the "TerraStar Agreement"), under which Topcon will act as a
reseller of the satellite broadcast correction signal offered by Veripos
(the "Signal"). The TerraStar Agreeent between Veripos and Topcon is,
if entered into, intended to be an agreement with TerraStar GNSS Ltd.
("TerraStar"), a wholly-owned subsidiary of Veripos and the contractual
partner for all resellers and customers of the on-shore services
including the Signal. The TerraStar Agreement shall be on an arm's
length basis and pursuant to standard commercial terms. Under the
TerraStar Agreement, Topcon will be entitled to offer the Signal to its
customers and to make its products compatible with the Signal.
Further under the MoU, Hexagon and Topcon will establish a separate
joint venture company on an equal partner basis for the purposes of
pursuing joint efforts and cooperation in relation to the future
development and direction of the services provided under the TerraStar
Agreement. Topcon has under the MoU committed to not independently or
jointly with other group companies or third parties make a public offer
for or otherwise acquire shares in Veripos.
Hexagon (NASDAQ OMX Stockholm: HEXA B) is a leading global provider of
design, measurement and visualisation technologies. Our customers can
design, measure and position objects, and process and present data, to
stay one step ahead of a changing world. Hexagon's solutions increase
productivity, enhance quality and allow for faster, better operational
decisions, saving time, money and resources. Hexagon has more than
14,000 employees in over 40 countries and net sales of about 2,400 MEUR.
Our products are used in a broad range of industries including
surveying, power and energy, aerospace and defence, construction, safety
and security, automotive and manufacturing. Learn more at www.hexagon.com.
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