The partnership will accelerate the global expansion of virtual vehicles
Trimble to become a shareholder in the expanded Platform Science business
WESTMINSTER, Colo. AND SAN DIEGO, September 15, 2024 /PRNewswire/ — Trimble (NASDAQ: TRMB) and Platform Science announced today that they are partnering to transform the transportation industry through a definitive agreement for Platform Science to acquire Trimble’s global transportation telematics business units. As part of this deal, Trimble will become a shareholder in the expanded Platform Science business.
Platform Science to Acquire Trimble’s Global Transportation Telematics Business Units to Drive the Future of In-Cab Transportation Technology
The proposed transaction aims to improve driver experience, fleet safety, efficiency and compliance by combining two modern in-cab commercial vehicle ecosystems, which will give customers access to more applications and offerings. Following the closing of the proposed transaction, Trimble’s global transportation telematics customers will continue to enjoy the benefits of their Trimble solutions, with the added flexibility of Platform Science’s Virtual Vehicle platform. Virtual vehicle-enabled fleets will have access to the Virtual Vehicle Marketplace, offering hundreds of new and expanded apps, software, and solution providers focused on innovating and improving driver quality of life and fleet performance. Customers of the Science Platform will enjoy the increased choice of Trimble’s remaining portfolio of transportation solutions, which will be available on the Virtual Vehicle platform.
“We believe that combining our global transportation telematics portfolio with that of Platform Science will further advance fleet mobility and provide our customers with a broader portfolio of solutions to solve industry problems,” said Rob Painterpresident and CEO of Trimble. “The increased collaboration between the new Science Platform business and Trimble’s remaining transportation businesses will enhance our ability to deliver positive results for our global customers of commercial mapping, transportation management, freight procurement and visibility solutions. This The agreement will result in significant synergies along with tremendous opportunities for employees to continue to grow in a more competitive business.”
“This partnership marks the turning point for a true platform approach to transportation technology. Now, powered by native OEM software services, we will offer unprecedented choices,” said Jack Kennedyco-founder and CEO of Platform Science. “We are confident that choice will expand exponentially as existing providers and new developers now see the opportunity to reach vehicles everywhere with high-quality OEM data delivered in a consistent and reliable manner. This finally empowers developers to easily address the endemic inefficiencies that have plagued transportation in all vehicles worldwide.”
Transaction details
Upon closing of the proposed transaction, Trimble will have a 32.5 percent stake in the newly expanded global Platform Science business and will receive a seat on Platform Science’s board. Trimble joins CR EnglandCummins, Daimler Truck, PACCAR, Prologis, RyderVentures and Schneider as a lead strategic investor in the Science Platform along with financial investors 8VC, Activant Capital, BDT & MSD Partners, Softbank and NewRoad Capital Partners.
Trimble’s global telematics business units are reported within Trimble’s Transportation and Logistics reporting segment. On a trailing twelve month basis, the businesses generated approx 300 million dollars of income and approx 30 million dollars of operating profit. The annual recurring revenue (ARR) for the businesses was approx 200 million dollars in the second quarter of 2024. The distribution is expected to be accretive to Trimble’s organic revenue growth rate, organic ARR growth rate, gross margin and operating profit margin. For definitions of ARR and Organic ARR, please see below under “Certain Performance Measures”.
Trimble’s other core transportation business units – Enterprise, Maps, Vusion and Transporeon – are not included in the proposed transaction and will remain part of Trimble’s Transportation and Logistics segment, with continued focus on priority growth areas after completion of the proposed transaction.
Trimble’s ownership of the Science Platform is expected to be accounted for under the cost method of accounting.
Additional slide materials are available at investor.trimble.com/events-and-presentations.
Timing and approvals
The proposed transaction is expected to close in the first half of 2025, subject to customary closing conditions and regulatory approvals and any late closing that may be required in certain foreign jurisdictions.
Certain performance measures
Annual Recurring Income: Trimble provides an ARR performance measure in order to provide investors with an additional indication of the value of the Company’s current recurring revenue contracts. ARR represents the estimated annual value of recurring revenue. ARR is calculated by taking our subscription, maintenance and support for the current quarter and adding the portion of the contract value of all our long-term licenses attributable to the current quarter, then dividing that amount by the number of days in the quarter, and then multiply that ratio by 365. ARR should be viewed independently of revenue and deferred revenue as it is a measure of performance and is not intended to combine or replace either of these items.
Organic Annual Recurring Revenue: Annual organic recurring revenue refers to annual recurring revenue excluding the impacts of (i) foreign currency translation and (ii) acquisitions and sales that closed in the previous 12 months
ADVISORS
Centerview Partners LLC and Goldman, Sachs & Co. LLC is acting as financial advisor to Trimble, and Skadden, Arps, Slate, Meagher & Flom LLP is serving as legal advisor to Trimble.
JP Morgan Securities LLC is acting as exclusive financial advisor to Platform Science and Gibson, Dunn & Crutcher LLP, Fenwick & West LLP and Fish & Richardson LLP are acting as legal advisors to Platform Science.
About Trimble
Trimble is transforming the way people move, build and live. Leading technologies in positioning, modeling and data analysis connect the digital and physical worlds to improve our customers’ productivity, quality, safety, transparency and sustainability. For more information about Trimble (NASDAQ: TRMB ), visit: www.trimble.com.
About Platform Science
Platform Science is transforming transportation technology by empowering enterprise fleets with a unified, user-friendly technology platform. The Science platform makes it easy to develop, deploy and manage mobile devices and applications in commercial vehicles, giving fleets an edge in efficiency, flexibility, visibility and productivity. The customizable platform provides an unlimited canvas for fleets and developers looking to innovate and create new solutions as customer needs, businesses and industries evolve. Platform Science was named by Fast Company as one of the world’s most innovative companies and has twice been ranked second in the FreightTech 25 awards by industry news leader FreightWaves. For more information, please visit www.platformscience.com.
Forward-looking statements
This news release contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, which are made pursuant to the securities provisions of the Securities Reform Act of 1995 , including but not limited to statements regarding the proposed transaction and its timing, the value and benefits to Trimble of its equity interest in the Science Platform and the commercial arrangements to be entered into in connection therewith, and the development of technology, service delivery and business performance of each of Trimble and Platform Science following the transaction. These forward-looking statements are subject to change and actual results may differ materially from those presented in this news release due to certain risks and uncertainties. Factors that could cause or contribute to changes in such forward-looking statements include, but are not limited to (i) the failure to realize the anticipated benefits of the proposed transaction, (ii) that the closing of the proposed transaction is subject to conditions which may not be satisfied or may take longer to satisfy than expected, including failure to obtain governmental or regulatory approval that may be required for the proposed transaction, or that, if such approval is obtained, approval is subject to unforeseen conditions, (iii) the occurrence of any event, change or other circumstance that may cause the termination of the definitive agreement with respect to the proposed transaction, (iv) the effect of the announcement, suspension or termination of the proposed transaction on the parties’ ability to retain customers and to retain and employ key personnel and to maintain their relationships with their counterparties, and on their operating results and businesses generally, (v) matters related to the proposed transaction that divert attention of management from other ongoing business operations, (vi) unanticipated risks, costs or difficulties in divesting Trimble’s global transportation telematics business, (vii) that benefits from anticipated commercial agreements with the Science Platform will depend on performance its after the closing of the proposed transaction, and (vii) the failure to realize the anticipated benefits of Trimble’s equity interest in Platform Science. The foregoing review of important factors should not be construed as exhaustive and should be read in conjunction with other cautionary statements set forth in reports filed with the SEC, including Trimble’s current reports on Form 8-K, quarterly reports on Form 10 -Q and its annual report on Form 10-K, such as statements regarding changes in economic conditions and the impact of competition. Undue reliance should not be placed on any forward-looking statements contained herein. These statements reflect Trimble’s position as of the date of this news release. Trimble expressly disclaims any undertaking to issue publicly any update or revision of any statement to reflect any change in Trimble’s expectations or any change in events, conditions or circumstances on which such statement is based.
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SOURCE Trimble
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