*Update - ITI shares scheduled for delisting after the close of extended hours trading on Thursday, October 31st 2024
Iteris, Inc. stockholders overwhelmingly approve merger with Almaviva - Iteris, Inc. (NASDAQ: ITI), a global leader in smart mobility infrastructure management, announced that its stockholders have approved the proposed merger with Almaviva S.p.A., an Italian-based leader in digital transformation and information systems. The approval brings Iteris one step closer to becoming part of Almaviva’s global network, a significant move anticipated to fuel advancements in mobility and transportation solutions.
Key Details of the Iteris-Almaviva Merger
What is the Iteris-Almaviva Merger?
The merger agreement, signed on August 8, 2024, between Iteris and Almaviva outlines that Almaviva will acquire Iteris in an all-cash transaction valued at approximately $335 million, translating to $7.20 per share. This price represents a substantial 68% premium over the closing price of Iteris stock on the last trading day before the announcement. Upon completion, Iteris will transition from a publicly traded company to a privately held subsidiary under Almaviva.
Shareholder Approval and Voting Results
At the Special Meeting held on October 22, 2024, more than 98% of shares represented voted in favor of the merger, accounting for approximately 71% of Iteris’s outstanding shares. The board of directors at Iteris had previously recommended that stockholders vote in support of the merger, citing the substantial benefits, including an attractive premium and expanded growth opportunities through Almaviva’s international infrastructure.
What Happens Next?
Timeline and Expected Closing Date
With stockholder approval secured, the transaction is expected to close on or around November 1, 2024, pending final regulatory approvals and customary closing conditions. After completion, Iteris common stock will be delisted from the NASDAQ, marking Iteris’s transition into Almaviva’s extensive digital network.
Delisting and Transition to a Private Entity
As Iteris joins Almaviva as a wholly-owned subsidiary, it will no longer be publicly traded, meaning stockholders will no longer hold shares or equity interests in the company. This strategic alignment is aimed at enhancing Iteris’s ability to innovate and operate at scale with the backing of Almaviva’s resources and expertise, which has broad implications for advancing intelligent transportation systems (ITS).
Strategic Implications of the Merger
Market Impact and Enhanced Resources
By merging with Almaviva, Iteris is poised to leverage Almaviva’s expertise and global reach to drive forward its mission of smart mobility. Almaviva’s leadership in cloud-enabled and digital infrastructure solutions is expected to support Iteris in optimizing transportation systems and expanding its influence in both U.S. and international markets. The transaction also represents a synergy of capabilities that is likely to enhance Iteris’s value proposition to transportation agencies, municipalities, and private sector clients seeking efficient, sustainable infrastructure solutions.
Financial Impact and Benefits for Iteris Shareholders
The per-share cash payout provides Iteris shareholders with an immediate and significant return on investment, reflecting a 68% premium above pre-merger announcement levels. This cash transaction shields shareholders from the typical uncertainties and risks of market fluctuations and offers liquidity in a single transaction, which can be particularly advantageous in an uncertain economic environment.
CEO’s Perspective on the Merger
Joe Bergera, President and CEO of Iteris, expressed that the stockholders’ strong support underscores the alignment between Iteris’s goals and Almaviva’s vision for future growth. According to Bergera, “The overwhelming vote for the merger highlights the transaction’s benefits for shareholders and affirms our strategic move toward a collaborative future with Almaviva. This integration will bring immense value for Iteris and our clients, enabling us to advance our work in intelligent transportation at an accelerated pace.”
Why the Iteris-Almaviva Merger Matters
For Iteris Customers
Customers of Iteris, including public transportation agencies, municipalities, and private transportation providers, may expect to see Iteris scale its solutions more effectively under Almaviva’s ownership. This merger could streamline the deployment of ITS solutions and cloud-based management systems, reinforcing Iteris’s reputation as a trusted provider of data-driven, sustainable mobility infrastructure.
For the Industry at Large
This merger is indicative of a broader trend in the ITS industry, where companies are increasingly aligning with international technology and infrastructure giants to meet growing demands for intelligent and sustainable transportation. With Almaviva’s backing, Iteris can expand its operational capabilities and contribute to shaping the future of smart cities and interconnected transportation systems on a global scale.
Final Thoughts
The Iteris-Almaviva merger marks a pivotal moment for Iteris as it joins forces with a global leader in digital transformation. With significant shareholder approval and a strategic plan for growth, the merger paves the way for Iteris to expand its capabilities, enhance its client offerings, and strengthen its position in the smart mobility sector. As Iteris transitions to a privately held entity, its focus on smart infrastructure remains clear, promising to shape the future of intelligent transportation systems with renewed vigor and expanded resources.
Frequently Asked Questions
When will the Iteris-Almaviva merger close?
The merger is expected to close on or around November 1, 2024, pending the satisfaction of all closing conditions.
What does this mean for Iteris stockholders?
Upon closing, Iteris stockholders will receive $7.20 per share in cash and will no longer hold equity in the company, as it will become a private subsidiary of Almaviva.
Will Iteris’s common stock still be traded publicly?
No, following the completion of the merger, Iteris’s common stock will be delisted from NASDAQ and will no longer be available on public markets.
How will the merger impact Iteris’s services and clients?
The merger is anticipated to enhance Iteris’s service offerings through Almaviva’s support, particularly in ITS and cloud-based solutions, allowing for expanded capabilities and potentially faster service deployment.
What are the potential risks associated with this merger?
As with any merger, there is a risk of integration challenges and potential operational disruptions. However, both companies are optimistic that the merger will proceed smoothly, providing long-term benefits to stakeholders.
ITI Merger
ITI Merger
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