WABCO Acquires Transics International, An Industry Leader In Fleet Management Solutions

  • WABCO expands into fast-growing fleet management solutions market
  • Transics International’s innovative telematics solutions help improve operational efficiency, lower cost for commercial vehicle fleet operators
  • WABCO obtains 96.84 percent of Transics International shares by acquiring holding company Tavares NV for an implied purchase price per Transics International share of EUR 14.14
  • Acquisition to be followed by a mandatory offer and squeeze out on all Transics International shares and warrants of Transics International not held by Tavares

WABCO Holdings Inc. (NYSE: WBC), a global technology leader and tier-one supplier to the commercial vehicle industry, today announced that it has acquired through its Belgian subsidiary WABCO Europe BVBA 100 percent of the shares of Tavares NV, itself holding 96.84 percent of the shares of Transics International NV (NYSE Euronext Brussels: TRAN), a market leader in Europe of fleet management solutions headquartered in Ypres, Belgium from previous shareholders Creafund Transics Shares Stille Maatschap, Mr. Ludwig Lemenu, Mr. Walter Mastelinck, Cassel BVBA and Uniholding SA. The purchase price paid by WABCO for 100 percent of the shares issued by Tavares was EUR 111.1 million, which included the acquisition of EUR 15.3 million of net cash held by Transics International resulting in a net consideration of EUR 95.8 million. The purchase price is based on an implied purchase price of EUR 14.14 per share issued by Transics International.

Following its acquisition of 100 percent of the shares issued by Tavares, WABCO Europe BVBA will make a mandatory takeover bid and squeeze-out bid on the remaining shares and warrants issued by Transics International. This offer will be made at EUR 14.14 per Transics International share. The offer price per warrant will be based on this offer price. In accordance with applicable takeover rules, such offer will be unconditional. WABCO Europe BVBA has notified the FSMA of its intention to make such offer and will make all required filings shortly.

“WABCO is continuing to execute its strategy to expand its fleet management solutions to commercial vehicle operators globally. With the acquisition of Transics International, we can now leverage the powerful combination of WABCO’s commercial vehicle systems expertise and industry-leading safety and efficiency technologies with Transics’ world-class fleet management solutions,” said Jacques Esculier, WABCO Chairman and Chief Executive Officer. “The integration of comprehensive real-time data gathered from WABCO’s onboard advanced braking, stability control and efficiency systems with Transics’ innovative telematics services will offer fleet operators a rich source of data to enhance their fleet services, gain operational productivity and increase vehicle safety and efficiency.”

Transics International provides seamless fleet management solutions that help commercial vehicle fleet operators to effectively and more efficiently manage their trucks, trailers, drivers, cargo and orders in real-time. Transics International currently serves more than 1,300 road transport and logistics companies across Europe connecting over 85,000 vehicles. The company’s innovative suite of fleet management solutions helps improve operational efficiency, customer service and fleet productivity while lowering operating costs.

“We are delighted to join WABCO, a global leader in the commercial vehicle industry,” said Walter Mastelinck, Chief Executive Officer and Founder, Transics International NV. “Both WABCO and Transics International are recognized for pioneering leading technologies that enable safer and more efficient commercial vehicles. Moving forward, we will combine our excellent fleet management solutions with WABCO’s advanced development capabilities, global reach and systems integration expertise to better meet growing global customer needs.”

WABCO plans to combine Transics International’s operations with its existing Trailer Systems, Aftermarket and Off-Highway business. Transics International will continue to operate under its own brand and, as part of WABCO, will offer its comprehensive range of market-leading products and services in key markets worldwide, including its TX-CONNECT platform and suite of related systems.

“We greatly value the world-class capabilities, technological knowhow and track record of Transics International’s team of market-leading experts,” said Nick Rens, WABCO Executive Officer and Vice President, Trailer Systems, Aftermarket and Off-Highway. “WABCO already offers a broad range of service solutions for truck and trailer manufacturers, distributors, workshops and fleet operators. With the acquisition of Transics International, we will significantly expand our innovative portfolio of products, services and solutions catering to the specific needs of our global customer base.”

Transics International has approximately 280 employees. The company maintains offices in Belgium, France, Ireland, the Netherlands, Germany, Spain and Italy. It manages a sales network across Europe.

About WABCO

WABCO (NYSE: WBC) is a leading global supplier of technologies and control systems for the safety and efficiency of commercial vehicles. Founded nearly 150 years ago, WABCO continues to pioneer breakthrough electronic, mechanical and mechatronic technologies for braking, stability and transmission automation systems supplied to the world’s leading commercial truck, bus and trailer manufacturers. With sales of $2.7 billion in 2013, WABCO is headquartered in Brussels, Belgium. For more information, visit www.wabco-auto.com.

About Transics International NV

Transics International NV, established in 1991, develops and commercializes fleet management solutions for the transport and logistics sector. Thanks to many years of experience, thorough R&D efforts and an intensive focus on the customer experience, Transics has become the leading European player in its sector and is working on its global expansion. In addition to its headquarters in Ypres (Belgium), Transics is active throughout Europe. The company has been quoted on the stock exchange (NYSE Euronext Brussels: TRAN) since June 2007.

WABCO media contact

Tobias Mueller, +49 69 7191 6834, tobias.mueller@klenkhoursch.de

TRANSICS INTERNATIONAL media contact

Tinne Baele, +32 57 40 98 20, tinne.baele@transics.com

WABCO investors and analysts contact

Christian Fife, +1 732 369 7465, christian.fife@wabco-auto.com

Transics announces results for 2013

Transics International N.V. (EURONEXT Brussels: TRAN) today announced its results for FY 2013.

Detailed financial press release

Changes in the Board of Directors of Transics International NV

The Board of Directors of Transics International NV (Transics International) was informed by Mr Herman Wielfaert (representing H&H Capital Management BVBA), non-executive director, Mr Filip De Clercq (representing Sprezzatura BVBA), independent director and Mr Stephan Van Herck (representing V.D.M. BVBA), independent director, of their resignation as director of Transics International effective as from the 12th of February 2014.

These resignations are to be understood in the context of the share purchase agreement that has been concluded between the former shareholders of Tavares NV and WABCO Europe BVBA on the 12th of February 2014, whereby WABCO Europe BVBA acquired all the shares of Tavares NV and indirectly obtained 96,84 % of the shares of Transics International.

Following this share purchase agreement, the Board of Directors of Transics International co-opted three directors who are representing WABCO Europe BVBA as a non-executive director in the Board of Directors of Transics International as from the 12th of February 2014: Nick Rens, Jozef Van Osta and Vincent Pickering.

The Board of Directors of Transics International wants to thank Mr Wielfaert, Mr De Clercq and Mr Van Herck for their dedication as director of Transics International and welcomes Mr Rens, Mr Van Osta en Mr Pickering as new members of the Board of Directors.

Transics International NV, a WABCO company, was established in 1991. Transics develops and commercialises fleet management solutions for the transport and logistics sector. Due to many years of experience, thorough R&D efforts and an intensive focus on the customer experience, Transics has become a European leader in its sector and is working on its global expansion. In addition to its headquarters in Ypres (Belgium), Transics is active throughout Europe. The company has been quoted on the stock exchange (NYSE Euronext Brussels: TRAN) since June 2007.

Transics customers win prizes at Transport & Logistics Awards 2014

Transics customers are applauded at the Transport & Logistics Awards 2014 that were held in Tour & Taxis, Brussels, on the 13th of February 2014.

In the first place, congratulations to Transport LUX for winning the “Transporter of the Year 2014” award. The second place was for another customer of Transics: AJ VEURINK.

For the Truck Safety Awards, 3 customers of Transics were awarded!
Glass Partners Transports has won the 3rd place. The second place was for Tanktansport ThysTransport Macharis has won the Truck Safety Award.

For the presentation of the Green Truck Award, 2 other Transics customers were awarded. VRD took the second place. Eric Mattheeuws Transport is the “greenest” company this year.