@Track Announces Sale to Aether Systems of Certain Assets and Licenses Related to Long-Haul Trucking and Asset-Tracking Businesses.Business Editors & High-Tech Writers RICHARDSON, Texas--(BUSINESS WIRE)--March 18, 2002 @Track Communications, Inc. (Nasdaq:ATRK), a leading provider of wireless-based vehicle fleet management and intelligent mobile-asset-tracking solutions, today announced that it has completed the sale to Aether aether: see ether, in physics and astronomy. Aether god of whole atmosphere. [Gk. Myth.: Jobes, 42] See : Air Systems, Inc. (Nasdaq:AETH), a leading provider of wireless data products and services, of certain assets and licenses related to @Track's long-haul trucking and asset-tracking businesses. Under terms of the sale, @Track sold to Aether assets and related license rights to its Platinum Service software solution, 20/20V(TM), and TrackWare(R) asset and trailer-tracking products. In addition, @Track and Aether have agreed to form a strategic relationship with respect to @Track's long-haul customer products. Under that agreement, @Track will assign to Aether all service revenues generated post-closing from its HighwayMaster Series 5000 (HM5000) customer base. Aether, in turn, has agreed to reimburse re·im·burse tr.v. re·im·bursed, re·im·burs·ing, re·im·burs·es 1. To repay (money spent); refund. 2. To pay back or compensate (another party) for money spent or losses incurred. @Track for the network and airtime air·time n. 1. The time during which a radio or television station is broadcasting. Also called airspace. 2. The time at which a radio or television program is broadcast. service costs related to providing the HM5000 service. The two companies have also agreed to work jointly in the adaptation of the Minorplanet Vehicle Management Information (VMI VMI Virginia Military Institute VMI Vendor Managed Inventory VMI Vertical Motion Index VMI Valtakunnan Metsien Inventointi (Finnish: National Forest Inventory) VMI Video Module Interface (TM)) technology for the potential distribution of VMI by Aether to the long-haul-trucking market. At the closing of the $15 million transaction, @Track received $3 million in cash, of which $1 million will be held in escrow escrow Instrument, such as a deed, money, or property, that constitutes evidence of obligations between two or more parties and is held by a third party. It is delivered by the third party only upon fulfillment of some condition. and released to @Track over a 12-month period. @Track also received a note for $12 million payable in either cash or, at the option of Aether, convertible preferred stock Convertible Preferred Stock Preferred stock that includes an option for the holder to convert the preferred shares into a fixed number of common shares, usually anytime after a predetermined date. Also known as "convertible preferred shares". in three equal installments of $4 million on April 14, May 14, and June 14, 2002. The preferred stock Stock shares that have preferential rights to dividends or to amounts distributable on liquidation, or to both, ahead of common shareholders. Preferred stock is given preference over common stock. Holders of preferred stock receive dividends at a fixed annual rate. may then be converted to common stock using a prescribed pre·scribe v. pre·scribed, pre·scrib·ing, pre·scribes v.tr. 1. To set down as a rule or guide; enjoin. See Synonyms at dictate. 2. To order the use of (a medicine or other treatment). formula that compensates for fluctuations in the stock price so @Track is able to convert and sell in the open market Aether common stock equal to $12 million. "This agreement with Aether is another key step in @Track's business strategy to focus its resources on aggressively penetrating the metro marketplace with Minorplanet VMI, which we believe is the key to @Track's future growth," said Jana Ahlfinger Bell, @Track's president and chief executive officer. "In addition, we will continue to provide mobile communication solutions to member companies of SBC (1) (SBC Communications Inc., San Antonio, TX, www.sbc.com) A large, national telecommunications company that grew from a multitude of local and regional companies, including Southwestern Bell, Pacific Bell and Nevada Bell, into a single, unified brand by 2002. Communications, Inc., our largest metro marketplace customer. "At the same time, we will help to ensure that our long-haul trucking customer base will continue to receive quality service and support for their HM5000 mobile units, as well as provide the opportunity for these customers to move to the next-generation products and services of Aether, a company that is strategically committed to the businesses of long-haul trucking data and voice communications and intelligent asset-tracking solutions," added Bell. "Aether Systems is committed to serving the wireless communications wireless communications System using radio-frequency, infrared, microwave, or other types of electromagnetic or acoustic waves in place of wires, cables, or fibre optics to transmit signals or data. needs of the transportation industry, and this agreement is another important step toward this goal," said Bill Hannon, president, Aether Transportation and Logistics. "The agreement enables us to diversify diversify To acquire a variety of assets that do not tend to change in value at the same time. To diversify a securities portfolio is to purchase different types of securities in different companies in unrelated industries. our suite of solutions and services and offer more options to prospective customers and our newly expanded customer base. This is great news for Aether and the trucking industry." About @Track Communications @Track Communications (www.at-track.com) provides intelligent wireless communications products and services by combining wireless data and voice technologies with GPS-satellite-tracking capabilities. Headquartered in Richardson, Texas Richardson is a suburb in Dallas County and Collin County, Texas. As of the 2000 census, the city had a total population of 91,803, while according to a 2006 estimate, the population had grown to 99,200. , the company offers mobile communications, emergency dispatch and fleet management systems to a wide variety of companies, including member companies of SBC Communications. About Aether Systems, Inc. Aether Systems, headquartered in Owings Mills, Md., helps enterprise customers improve efficiency and profitability by providing the services, software and support necessary to extend existing and future applications from the desktop to any wireless device. Through Aether Fusion(TM), Aether's wireless enabling technology foundation, Aether develops, deploys and manages wireless solutions built on industry-standard technology and backed by Aether's expertise in wireless hosting, software and services. Aether provides the worlds of business and government with a single source for reliable, scalable and cost-effective wireless solutions. For more information, please visit www.aethersystems.com. Legal notice to investors: Certain matters discussed in this press release are "forward-looking statements forward-looking statement A projected financial statement based on management expectations. A forward-looking statement involves risks with regard to the accuracy of assumptions underlying the projections. " intended to qualify for the safe harbors Safe Harbor 1. A legal provision to reduce or eliminate liability as long as good faith is demonstrated. 2. A form of shark repellent implemented by a target company acquiring a business that is so poorly regulated that the target itself is less attractive. from liability established by the Private Securities Litigation Reform Act The Private Securities Litigation Reform Act of 1995 (PSLRA) implemented several significant substantive changes affecting certain cases brought under the federal securities laws, including changes related to pleading, discovery, liability, class representation and awards fees and of 1995. These forward-looking statements can generally be identified as such because the context of the statement will include words such as the company "expects," "believes," "anticipates" or words of similar import. Similarly, statements that describe the company's future plans, objectives or goals are also forward-looking statements. Such forward-looking statements generally involve known and unknown risks, uncertainties and other facts, which may cause the actual results, performance or achievements of the company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, among others, the following: acceptance of product/service offerings, market conditions; general economic and business conditions; business abilities and judgment of management and personnel; and changes in business strategy. For a listing of risks applicable to the future prospects of the company, please refer to the reports filed with the SEC, such as recent 10-K and 10-Q Reports. "@Track Communications" and the red orb logotype are trademarks and service marks of @Track Communications, Inc. "Minorplanet" and "VMI" are federally registered trademarks and service marks of Minorplanet Limited, a wholly owned subsidiary Wholly Owned Subsidiary A subsidiary whose parent company owns 100% of its common stock. Notes: In other words, the parent company owns the company outright and there are no minority owners. of Minorplanet Systems PLC. "Minorplanet Systems USA" is a trademark and service mark of Minorplanet Limited. "TrackWare" and "20/20V" are federally registered trademarks and service marks of Aether Systems. |
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