You are hereTrimble Offers To Acquire All Shares of Tekla Corporation

Trimble Offers To Acquire All Shares of Tekla Corporation

By Administrator - Posted on 09 May 2011

SUNNYVALE, Calif., May 9, 2011 (via LiDAR News) - Trimble Navigation Limited ("Trimble") today announced a public tender offer, to be made by its subsidiary Trimble Finland Oy, for all issued and outstanding shares in Tekla Corporation ("Tekla") for EUR 15.00 per share in cash representing an aggregate equity purchase price of approximately EUR 337 million (or approximately $489 million).

The consideration represents a premium of 52 per cent to the closing price of Tekla shares on NASDAQ OMX Helsinki Ltd on 6 May 2011, the last trading day before this announcement and a premium of 59 per cent to the 3 month average volume weighted adjusted share price, adjusted for Tekla's recent dividend distribution of EUR 0.60 per share. The board of directors of Tekla may, pursuant to the authorization granted by the annual general meeting held on 6 April 2011, resolve to distribute additional dividends or other funds to its shareholders in the maximum amount of EUR 18 million, or up to EUR 0.80 per share, before the completion of the tender offer. If this occurs prior to the completion of the tender offer, it would result in an equal reduction in the above stated per share offer price of up to EUR 0.80 per share.

Tekla is a leading provider of Building Information Modeling ("BIM") software, with more than 5,000 customers worldwide in the construction industry. Tekla also offers model driven solutions for customers in the infrastructure and energy industries (in particular energy distribution, public administration and civil engineering and utilities). Headquartered in Espoo, Finland, with a U.S. office in Atlanta, Georgia, Tekla has approximately 500 employees and operations in 15 countries worldwide.

Tekla today announced first quarter 2011 revenue of EUR 15.79 million, with operating result margin of 19 per cent and earnings per share of 0.09 euros. In fiscal 2010, Tekla reported revenues of approximately EUR 58 million, including approximately EUR 52 million in software license and support revenues. This represented revenue growth of 16 per cent as compared to fiscal 2009. Operating profit for fiscal 2010 before depreciation and amortization was EUR 12 million, representing an operating margin of 20 per cent.

"Trimble's offer is attractive to Tekla's shareholders and reflects Tekla's improving business and financial performance while providing an outstanding opportunity to accelerate Tekla's global growth. Given the strategic reasons outlined below and our common product vision, significant value to customers is to be gained if Tekla becomes a part of the Trimble organization. The board of directors and the management of Tekla are of the opinion that this is a beneficial development for Tekla's shareholders, customers and employees," said Olli-Pekka Laine, Tekla's chairman of the board.

Strategic Rationale

The integration of Tekla's BIM software solutions with Trimble's building construction estimating, project management and BIM-to-field solutions will enable a compelling set of productivity solutions for contractors around the world. Additionally, Tekla's infrastructure and energy solutions will complement Trimble's growing portfolio of utilities and municipalities solutions. Clients around the world will benefit from dedicated workflows and productivity solutions that are unmatched in the construction industry today. Additionally, Trimble's significant global customer base will immediately extend Tekla's customer reach, while Tekla's global presence in the building and construction market will bolster Trimble's own customer reach.

 "The addition of Tekla will enhance Trimble's current construction software portfolio by expanding our BIM  capabilities," said  Steven  W. Berglund, Trimble's president and chief executive officer. "The ability to integrate data throughout a project lifecycle, while eliminating costs through better accuracy and interoperability, is key to our customer's success.   BIM is becoming a strategic element in accomplishing this.  Tekla and Trimble's combined solutions will enable us to provide our customers with the broadest and most sophisticated BIM capability available today," Berglund concluded

BIM is a process being rapidly adopted by the world's construction, engineering, and architectural communities to produce, communicate and analyze building models. Trimble's BIM focus is on the deployment of integrated solutions for the contracting community, with enhanced use further in the construction process including "BIM to field". Trimble's "BIM to field" vision extends the design data created in the office down to field level systems for precise delivery of design and construction elements. The result is a more efficient and accurate project, enabled through the collaboration of the project's trade groups, interconnected through the use of office and field tools.
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