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AirIQ to Acquire Aircept Business, Will Create Telematics Powerhouse; AirIQ Revenues to Triple with Combined Base of over 115,000 Subscribers.


TORONTO -- AirIQ Inc. (TSX TSX Toronto Stock Exchange (TSE before April, 2002)
TSX Transfer from Stack Pointer to Index
TSX True Space Extension
:IQ), a leader in the Telematics industry, announces the signing of a definitive agreement to acquire the business of Aircept.com, LLC (Logical Link Control) See "LANs" under data link protocol.

LLC - Logical Link Control
, based in Irvine, California Irvine is an incorporated city in Orange County, California, United States. It is a planned city, mainly developed by the Irvine Company since the 1960s. Formally incorporated on December 28 1971, the 69.7 square mile (180.5 km²) city has a population of 202,079 (as of 2007). . The acquisition will be conducted through the Company's 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.
 AirIQ U.S., Inc. ("AirIQ USA") in an asset purchase transaction.

A strong contributor to the Telematics service industry, with over 80,000 active subscribers, Aircept has built an impressive subscriber growth engine for clients requiring a core Telematics service set. Over 15,000 new subscriber units were sold by Aircept in the first quarter of 2004 alone.

"Such highly compatible business models make this an ideal combination," explains Don Simmonds, President and CEO (1) (Chief Executive Officer) The highest individual in command of an organization. Typically the president of the company, the CEO reports to the Chairman of the Board.  of AirIQ. "It also signals our intent to lead a consolidation of the Telematics service industry."

The asset purchase transaction, expected to close within several weeks, is currently valued at approximately $23,769,000, using the previous 5-day's average closing price per AirIQ share, or $0.33. The purchase price is to be paid in the form of approximately $6,750,000 in cash and 16,800,000 newly issued common shares of AirIQ at closing, a portion of which 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.
, with two additional cash payments of approximately $5,737,500, each upon the satisfaction of certain earn-out conditions. These conditions may be satisfied upon the acquired business reaching 120,000 and 150,000 subscriber levels respectively, and achieving related revenue and gross profit targets that effectively result in revenue increases of approximately 71% and 114% respectively over Aircept's current monthly service revenue. The AirIQ shares used in the transaction will be subject to contractual hold periods and will be released 50% one year after closing, 25% eighteen months after closing and the balance in two years. Closing of the transaction is conditional upon customary closing conditions including completion of due diligence Research; analysis; your homework. This term has caught on in all industries, because it sounds so "wired." Who would want to do analysis or research when they can do due diligence. See wired. . Additionally, closing is conditional on delivery by Aircept of three-year audited financial statements and satisfactory agreements by AirIQ with its current lenders. In connection with this transaction, AirIQ has provided Aircept with a deposit, which is held in escrow and returnable to AirIQ in certain limited circumstances including the non-delivery of Aircept's audited financial statements.

"Under Ken Wiesner's leadership, the operational management of Aircept has done an outstanding job," Mr. Simmonds continues. "The key to this particular combination is an expedited revenue trajectory without the proportionate future costs of independent operations. Through a careful and methodical process, over time we intend to integrate common costs and take advantage of increased purchasing power Purchasing Power

1. The value of a currency expressed in terms of the amount of goods or services that one unit of money can buy. Purchasing power is important because, all else being equal, inflation decreases the amount of goods or services you'd be able to purchase.

2.
, all without distracting the excellent market momentum of either party."

"The Aircept team has succeeded in its quest to build a company that is a dominant provider of core location-based services See mobile positioning. , and we believe the time has come to join forces with AirIQ, highly respected in our industry," said Ken Wiesner, President and CEO of Aircept. "Our team is excited to work shoulder to shoulder with AirIQ to increase our combined market effectiveness as Telematics hardware and service providers."

Mr. Wiesner will become the President of the new Aircept Division of AirIQ USA.

AirIQ USA intends to hire all 43 California-based Aircept team members. Working with the Toronto, Canada-based AirIQ team of 62, the combined operations For the department of the British War Office during World War II, see .
In the military, combined operations are operations conducted by forces of two or more allied nations acting together for the accomplishment of a single mission. See also
  • Joint warfare
 will expand AirIQ's North American North American

named after North America.


North American blastomycosis
see North American blastomycosis.

North American cattle tick
see boophilusannulatus.
 presence, noting that Aircept has been successfully growing revenues from Mexico, in addition to the United States United States, officially United States of America, republic (2005 est. pop. 295,734,000), 3,539,227 sq mi (9,166,598 sq km), North America. The United States is the world's third largest country in population and the fourth largest country in area. .

The integration strategy involves optimized subscriber acquisition across North America North America, third largest continent (1990 est. pop. 365,000,000), c.9,400,000 sq mi (24,346,000 sq km), the northern of the two continents of the Western Hemisphere. , combined purchasing power and a unified product and service development plan. These steps are expected to accelerate business model economics through faster revenue acquisition, but with less expense than that of two independent companies, thereby resulting in incremental cash generation.

The following are unaudited financial highlights (based on U.S. GAAP GAAP

See: Generally Accepted Accounting Principles


GAAP

See generally accepted accounting principles (GAAP).
) of the Aircept business on a standalone basis:
2003            Q1 2004
                           ----            -------
Revenues            $16,119,000         $5,186,000
Gross Profit         $6,517,000         $2,102,000
%                         40.4%              40.5%



Unless otherwise specified, all dollar figures in this news release are in Canadian dollars converted on the basis of $1.35 Canadian for each $1 US.

About AirIQ

AirIQ trades on The Toronto Stock Exchange Toronto Stock Exchange (TSE)

Canada's largest stock exchange, trading approximately 1,200 company stocks and 33 options.
 under the symbol IQ. A leader in the Telematics marketplace, AirIQ is headquartered in Pickering, near Toronto, Canada. The Company operates as a wireless Internet applications service provider specializing in Telematics. Telematics is the name given to information and control messages sent wirelessly to and from vehicles. AirIQ's services are offered to three large commercial markets (rental vehicle, commercial transport and heavy equipment fleets) and the Consumer market. AirIQ gives vehicle owners the abilities to manage and protect their mobile assets. AirIQ's services include: vehicle locating, boundary notification, automated inventory, maintenance reminders, security alerts, vehicle disabling dis·a·ble  
tr.v. dis·a·bled, dis·a·bling, dis·a·bles
1. To deprive of capability or effectiveness, especially to impair the physical abilities of.

2. Law To render legally disqualified.
, unauthorized movement alerts and many more features. For more information, please call 1(888) 606-6444 or visit www.airiq.com.

About Aircept

Aircept.com, LLC is a privately held company privately held company

A firm whose shares are held within a relatively small circle of owners and are not traded publicly.
 headquartered in Irvine, California. Founded in 1998 as Location Systems Technologies, Aircept is a leading developer, manufacturer and service provider in the Global Positioning Satellite (GPS) marketplace. Aircept provides wireless vehicle monitoring and tracking services to several vertical markets, including: consumers, rental vehicle fleets, heavy equipment fleets, commercial transport fleets and marine vehicles. Aircept's system integrates advanced tracking technologies with terrestrial wireless networks and the Internet making tracking and monitoring mobile assets affordable and convenient. Aircept is an innovator and pioneer in the development of wireless asset tracking products and services. For more information, please call 1(877) 684-2040 or visit www.aircept.com.

Forward-looking Statements

This news release contains forward-looking information based on management's best estimates and the current operating environment In computing, an operating environment is the environment in which users run programs, whether in a command line interface, such as in MS-DOS or the Unix shell, or in a graphical user interface, such as in the Macintosh operating system. . These forward-looking statements are related to, but not limited to, AirIQ's operations, anticipated financial performance, business prospects and strategies. Forward-looking information typically contains words such as "anticipate", "believe", "expect", "plan" or similar words suggesting future outcomes. Such forward-looking statements are as of the date which such statement is made and are subject to a number of known and unknown risks, uncertainties and other factors which could cause actual results or events to differ materially from future results expressed, anticipated or implied by such forward-looking statements. Such factors include, but are not limited to, changes in market and competition, technological and competitive developments and potential downturns in economic conditions generally. Therefore, actual outcomes and results may differ materially from those expressed in such forward-looking statements. AirIQ disclaims any intention or obligation to update or revise any such forward-looking statements, whether as a result of new information, future events or otherwise.
COPYRIGHT 2004 Business Wire
No portion of this article can be reproduced without the express written permission from the copyright holder.
Copyright 2004, Gale Group. All rights reserved. Gale Group is a Thomson Corporation Company.

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Publication:Business Wire
Date:Jun 21, 2004
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