BSQUARE to Acquire New Telematics Technology, New Customers In Purchase of InfoGation.Business Editors BELLEVUE, Wash.--(BUSINESS WIRE)--March 11, 2002 BSQUARE Corporation (Nasdaq:BSQR) today announced the acquisition of privately-held InfoGation Corporation in a cash and stock transaction valued at approximately $8 million. InfoGation is a recognized industry leader in the development of on-board and handheld vehicle navigation See GPS and vehicle tracking. systems, one of the largest and fastest growing smart device market segments. With this acquisition, BSQUARE will increase its presence in the telematics Originally coined to mean the convergence of telecommunications and information processing, the term later evolved to refer to automation in automobiles. GPS navigation, integrated hands-free cellphones, wireless communications and automatic driving assistance systems all come under the market with a high quality line of product and service offerings. InfoGation will become 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 BSQUARE and its 26 employees will continue to operate out of its San Diego, California “San Diego” redirects here. For other uses, see San Diego (disambiguation). San Diego is a coastal Southern California city located in the southwestern corner of the continental United States. As of 2006, the city has a population of 1,256,951. location. Since 1996, InfoGation has been a pioneer dedicated to developing innovative telematics solutions for the global automotive industry The automotive industry is the industry involved in the design, development, manufacture, marketing, and sale of motor vehicles. In 2006, more than 69 million motor vehicles, including cars and commercial vehicles were produced worldwide. . Along with Microsoft and Clarion Co. Ltd., InfoGation created the first in-car computing device, AutoPC, powered by the Microsoft Windows See Windows. (operating system) Microsoft Windows - Microsoft's proprietary window system and user interface software released in 1985 to run on top of MS-DOS. Widely criticised for being too slow (hence "Windoze", "Microsloth Windows") on the machines available then. CE for Automotive operating system operating system (OS) Software that controls the operation of a computer, directs the input and output of data, keeps track of files, and controls the processing of computer programs. , which has become the leading open development platform in the market. "InfoGation's reputation as a premier automotive navigation innovator with an outstanding commitment to customer service complements BSQUARE's expertise in embedded systems Embedded systems Computer systems that cannot be programmed by the user because they are preprogrammed for a specific task and are buried within the equipment they serve. and dedication to delivering superior solutions to the smart device market," said Clarion's Dr. Yasuhiko Nakagawa, Director and GM of Product Strategy. "Clarion will benefit from their collective technology and service offerings." "One of the fastest growing segments of the smart device market, telematics provide users access to emergency assistance, navigation, and communications tools while on-board their vehicle," said William Baxter William Baxter may refer to:
With the convergence of the Internet, 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. and information and commerce services, InfoGation's software and services connects cars to the Internet and enables car manufacturers and fleet operators to differentiate their products. Dr. Kent Pu, founder of InfoGation said, "Having InfoGation join the BSQUARE team will strengthen our position as a leading supplier of telematics solutions due, in part, to the advantages of BSQUARE's business infrastructure and complimentary BSQUARE technology. We believe this merger will help both groups achieve greater success and penetration in the smart device market." The transaction will be accounted for as a purchase of stock. Consideration includes the exchange of approximately 1.3 million shares of BSQUARE Common Stock and approximately $3.65 million in cash for all of the issued and outstanding common and preferred shares Preferred shares Preferred shares give investors a fixed dividend from the company's earnings and entitle them to be paid before common shareholders. See: Preferred stock. of InfoGation. In addition, each option to purchase shares of InfoGation Common Stock outstanding at the effective time of the Merger will be assumed by BSQUARE and will be treated as an option to purchase that number of shares of BSQUARE Common Stock as calculated by the exchange ratio. The definitive agreement has been signed, and closing of the transaction will occur upon completion of standard closing conditions. InfoGation's revenue and net loss were approximately $3.2 million and $(1.9) million in fiscal year 2001, respectively; and had net equity of approximately $600,000 at December 31, 2001. About InfoGation InfoGation Corp. is a leading developer of navigation and communication applications, integration services and real-time content delivery. Its products and services enhance safety, security, productivity and the overall driving experience. InfoGation enables car manufacturers, Tier-1 auto suppliers, fleet operators and wireless carriers to provide value-added services, enabling product differentiation Product Differentiation A source of competitive advantage that depends on producing some item that is regarded to have unique and valuable characteristics. , increased customer retention and incremental Additional or increased growth, bulk, quantity, number, or value; enlarged. Incremental cost is additional or increased cost of an item or service apart from its actual cost. revenues. The company's customers and partners include some of the world's leading car manufacturers, Tier-1 automotive suppliers and wireless portal A Web site that supports a user with a smartphone or alphanumeric pager. It may offer a variety of features, including providing a springboard to other (WAP based) wireless sites, the ability to select content to be pushed to the user's device as well as providing a point of entry for companies such as Microsoft, Clarion, Visteon, Peugeot Citroen and Navigation Technologies. Founded in 1996, InfoGation is headquartered in San Diego, California. More information on InfoGation Corporation can be found at http://www.infogation.com. About BSQUARE BSQUARE Corporation (Nasdaq:BSQR) is a global leader in providing solutions for smart devices in consumer, enterprise, industrial, and automotive markets. As a Windows Embedded Partner Gold-level Member for Microsoft, BSQUARE empowers the creation, connection, and management of Windows Powered smart devices through software, hardware, and service solutions. BSQUARE has an extensive product portfolio of software development and quality assurance tools, device and device management software and complete end-to-end managed device solutions. BSQUARE also provides critical engineering services including device development, quality assurance, and system integration as well as services for managing client devices deployed into the market. For more information, visit BSQUARE at www.BSQUARE.com or call 888/820-4500. BSQUARE is a registered trademark of BSQUARE Corporation. All other product and company names herein may be trademarks of their respective owners. This release may contain forward-looking statements relating to relating to relate prep → concernant relating to relate prep → bezüglich +gen, mit Bezug auf +acc our sales that are subject to certain risks and uncertainties that could cause actual results to differ materially from those projected. The words "believe," "expect," "intend," "anticipate," variations of such words, and similar expressions identify forward-looking statements, but their absence does not mean that the statement is not forward-looking. These statements are not guarantees of future performance and are subject to certain risks, uncertainties and assumptions that are difficult to predict. Factors that could affect BSQUARE's actual results include adverse changes in BSQUARE's relationship with Microsoft, a decline in the market for Windows Embedded smart devices or the failure of such market to develop as anticipated, risks associated with international business, a change in strategy relating to indirect channels, delays or announcements of delays by Microsoft of Windows Embedded product releases, risks associated with fixed-fee contracts, competition and intellectual property risks. A more detailed description of certain factors that could affect actual results include, but are not limited to, those discussed in BSQUARE's Quarterly Report on Form 10-Q Form 10-Q See 10-Q. , in the section entitled "Certain Factors That May Affect Future Results." Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this release. BSQUARE undertakes no obligation to update publicly any forward-looking statements to reflect new information, events or circumstances after the date of this release or to reflect the occurrence of unanticipated events. |
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