ORBCOMM To Acquire PAR Technology Subsidiary, PAR Logistics Management Systems

Dec 28, 2011

ORBCOMM Inc., and PAR Technology Corporation, a leading provider of hospitality technology and services, today announced that they have entered into a definitive agreement under which ORBCOMM will acquire the assets of PAR's subsidiary, PAR Logistics Management Systems (PAR LMS). PAR LMS is a leading provider of advanced solutions for monitoring transport assets and cargo in the transportation and distribution industries.

"The addition of PAR LMS's customer base and advanced technology platform strengthens ORBCOMM's foundation of value-added services and our ability to offer the most advanced products in the fast-growing telematics industry," said Marc Eisenberg, CEO of ORBCOMM. "We expect to offer customers increased features, higher levels of integration and increased scale by adding PAR LMS to our portfolio of leading edge businesses. We look forward to welcoming PAR LMS's employees and customers to ORBCOMM," said Eisenberg.

"We are pleased with this agreement, which comes at the end of a thorough review and sale process. The decision to sell PAR LMS resulted from our board's evaluation over the past year of various strategic alternatives to position the company for long-term growth. Focusing on the core businesses will benefit customers and shareholders and the sale of PAR LMS is an important step forward to unlocking the intrinsic value of PAR's underlying assets," said Paul B. Domorski, PAR Chairman and CEO. "ORBCOMM's proven experience in the telematics industry; cutting-edge technology resources and breadth of global data communications services will significantly benefit PAR LMS's current customers."

Under the terms of the transaction, ORBCOMM will acquire PAR LMS for approximately $6 million at closing, comprised of cash and common stock, plus the potential of up to $4 million in additional consideration based on achieving specific sales targets. The transaction is expected to close in mid-January 2012, subject to customary closing conditions. The transaction will add to ORBCOMM's revenue growth and is expected to be accretive to ORBCOMM's important operating metric, adjusted EBITDA, by the end of 2012. ORBCOMM expects to realize benefits and synergies from the combined businesses in service delivery, device manufacturing, and other operating costs.

The acquisition of PAR LMS adds new vertical markets to ORBCOMM and will enhance ORBCOMM's leadership position in providing efficiency, predictability and quality to cold chain management. The combined platform supports ORBCOMM's growth strategy by expanding its satellite, terrestrial and dual-mode offerings and advancing sales growth in these attractive business segments. PAR LMS adds strategic channel relationships, a broad customer base and a strong technology platform. ORBCOMM plans to extend its services directly to PAR LMS's customers as well as leverage improved economies of scale in manufacturing and service delivery. This acquisition follows ORBCOMM's purchase of StarTrak in May 2011, also in the transportation solutions sector.

Raymond James acted as financial advisors to ORBCOMM in this transaction. Needham & Company, LLC acted as financial advisor to PAR Technology Corporation in this transaction.