Filed by Trimble Navigation Limited
pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
under the Securities and Exchange Act of 1934, as amended
Subject Company: @Road, Inc.
Commission File No.: 000-31511
This filing consists of a presentation posted on the website of Trimble Navigation Limited ("Trimble") at http://investor.trimble.com/, relating to a proposed
acquisition of @Road, Inc. (@Road)
by Trimble pursuant to the terms of an Agreement and Plan of Merger, dated as of December 10, 2006 (the "Merger
Agreement"), by and among Trimble, Roadrunner Acquisition Corp., a wholly-owned subsidiary of Trimble, and @Road. The Merger Agreement
is on file
with the U.S. Securities and Exchange Commission (the "SEC") as an exhibit to the Current Report on Form 8-K filed by @Road on December 11, 2006, and
is incorporated by reference into this filing.
Additional Information about the Merger and Where to Find It
Trimble and @Road intend to file with the SEC a prospectus/proxy statement and other relevant materials in connection with the proposed
acquisition of @Road by Trimble pursuant to the terms of an Agreement
and Plan of Merger by and among Trimble, Roadrunner Acquisition Corp., a
wholly-owned subsidiary of Trimble, and @Road. The prospectus/proxy statement will be mailed to the stockholders of @Road. Investors and security
holders
of @Road are urged to read the prospectus/proxy statement and the other relevant materials, as well as any amendments or supplements to those
documents, when they become available because they will contain important information about Trimble, @Road and
the proposed merger. The
prospectus/proxy statement and other relevant materials (when they become available), and any other documents filed by Trimble or @Road with the SEC,
may be obtained free of charge at the SEC's web site at www.sec.gov. In
addition, investors and security holders may obtain free copies of the documents
filed with the SEC by Trimble by contacting Trimble Investor Relations, 935 Stewart Drive, Sunnyvale, California 94085, (408) 481-7838. Investors and
security
holders may obtain free copies of the documents filed with the SEC by @Road by contacting @Road Investor Relations, 47071 Bayside Parkway,
Fremont, California 94538, (510) 870-1317. Investors and security holders of @Road are urged to read the
prospectus/proxy statement and the other relevant
materials, as well as any amendments or supplements to those documents, when they become available before making any voting or investment decision with
respect to the proposed merger.
Trimble, Steven Berglund, Trimble's President and Chief Executive Officer, and Trimble's other directors and executive officers may be
deemed to be participants in the solicitation of proxies of @Road
stockholders in connection with the proposed merger. Investors and security holders may
obtain more detailed information regarding the names, affiliations and interests of Mr. Berglund and Trimble's other directors and executive officers in the
solicitation by reading the prospectus/proxy statement when it becomes available.
@Road, Krish Panu, @Road's Chairman, Chief Executive Officer and President, and @Road's other directors and executive officers may
be deemed to be participants in the solicitation of proxies of @Road
stockholders in connection with the proposed merger. Such individuals may have
interests in the proposed merger, including as a result of holding options or shares of @Road common stock. Investors and security holders may obtain more
detailed information regarding the names, affiliations and interests of Mr. Panu and @Road's other directors and executive officers in the solicitation by
reading the prospectus/proxy statement when it becomes available.
Trimble To Acquire @Road
December 11, 2006
(NASDAQ: TRMB)
Safe Harbor
The forward-looking statements made in this presentation and
any subsequent Q&A period, are subject to risks
and uncertainties. Trimble's actual results may differ materially
from those currently anticipated due to a number of factors,
including the competitive nature of the marketplace, the
condition of the worldwide economy and other factors detailed
in the company's form 10K for 2005 and subsequent 10Qs or
other documents filed with the Securities and Exchange
Commission.
2
425 Information
This communication shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of
securities in any jurisdiction in which such offer, solicitation or sale would
be unlawful prior to registration or qualification
under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus
meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
ADDITIONAL INFORMATION ABOUT THE MERGER AND WHERE TO FIND IT
Trimble and @Road intend to file with the SEC a prospectus/proxy statement and other relevant materials in connection with
the proposed acquisition of @Road by Trimble pursuant to the terms of an Agreement
and Plan of Merger by and among
Trimble, Roadrunner Acquisition Corp., a wholly-owned subsidiary of Trimble, and @Road. The prospectus/proxy statement will
be mailed to the stockholders of @Road. Investors and security holders of @Road are urged to
read the prospectus/proxy
statement and the other relevant materials, as well as any amendments or supplements to those documents, when they become
available because they will contain important information about Trimble, @Road and the proposed merger.
The
prospectus/proxy statement and other relevant materials (when they become available), and any other documents filed by
Trimble or @Road with the SEC, may be obtained free of charge at the SEC's
web site at www.sec.gov. In addition, investors
and security holders may obtain free copies of the documents filed with the SEC by Trimble by contacting Trimble Investor
Relations, 935 Stewart Drive, Sunnyvale, California 94085, (408) 481-7838.
Investors and security holders may obtain free
copies of the documents filed with the SEC by @Road by contacting @Road Investor Relations, 47071 Bayside Parkway,
Fremont, California 94538, (510) 870-1317. Investors and security holders of @Road are
urged to read the prospectus/proxy
statement and the other relevant materials, as well as any amendments or supplements to those documents, when they become
available before making any voting or investment decision with respect to the proposed merger.
Trimble, Steven Berglund, Trimble's President and Chief Executive Officer, and Trimble's other directors and executive officers
may be deemed to be participants in the solicitation of proxies of @Road stockholders
in connection with the proposed merger.
Investors and security holders may obtain more detailed information regarding the names, affiliations and interests of Mr.
Berglund and Trimble's other directors and executive officers in the solicitation by reading
the prospectus/proxy statement
when it becomes available.
@Road, Krish Panu, @Road's Chairman, Chief Executive Officer and President, and @Road's other directors and executive
officers may be deemed to be participants in the solicitation of proxies of @Road stockholders
in connection with the proposed
merger. Such individuals may have interests in the proposed merger, including as a result of holding options or shares of
@Road common stock. Investors and security holders may obtain more detailed information regarding
the names, affiliations
and interests of Mr. Panu and @Road's other directors and executive officers in the solicitation by reading the
prospectus/proxy statement when it becomes available.
3
Track Record of Consistent Financial Performance
R&D Spending
Non-GAAP Operating Income
4
Revenue
2006
REVENUE IN $ M
2002
(TTM as of Q3'06)
CAGR
E&C
319.6
$
606.1
$
19%
Field Solutions
67.3
$
133.9
$
20%
Mobile Solutions
8.5
$
54.3
$
64%
Advanced Devices
71.3
$
98.5
$
9%
TRIMBLE
466.6
$
892.8
$
19%
History of Value Creating Acquisitions
2000 to present
21 successful acquisitions no goodwill impairment
Spectra Precision (2000) enabled #1 position and
Connected Construction Site strategic initiative
Acquisitions focused strategically within our Connected
Construction Site and Mobile Solutions initiatives:
Technology extension (MENSI, Applanix, XYZ Solutions)
Market beachhead (Bitwyse, Grid Data, APS, MobileTech)
Market extension (TracerNet, Eleven)
Transforming (Spectra Precision, @Road)
5
50 million
mobile
workers
40 million
mobile
workers
Source: Mobile worker population per IDC, Worldwide Mobile Worker Population 2005-2009 Forecast and Analysis. Revenue and
subscriber growth projections per Frost & Sullivan.
Global Mobile Resource Management (MRM) Potential
United States
Europe
Asia
Rest of World
30 million
mobile
workers
20 million
mobile workers
6
Articulated Strategies Are Complementary
Emphasis on high-value vertical applications
Tight integration with enterprise model
Integration of handheld and vehicle applications
Validation followed by aggressive expansion
Further penetrate target markets and expand into new markets
Create new value-added services for customers
Expand services internationally
Acquire complementary technologies
Both strategies recognize MRM as emerging best practice
7
Trimble Mobile Solutions (TMS) Strategy Contains
Significant Acquisition Element
TMS Acquisitions To-Date
8
Leveraging Common Core Capabilities
Into Diverse Applications With Unique Needs
Core
Capabilities
Internet
Layer
9
@Road Enables Trimble to Provide Complete
End-to-End MRM Solutions
The Work
The Assets
The Worker
Field Force
Management
+ Manage the
Mobile Worker
(Location)
Field Service
Management
+ Manage Mobile
Workers Work
(Workflow)
Field Asset
Management
+ Manage Mobile
Workers Assets
(Vehicle and
Inventory)
10
Productivity & compliance
Location services
Messaging
Vehicle reports
Auto-status
Security
DOT logs
Fuel tax
RFID and sensor solutions
Maintenance parameters
Diagnostics
Driver services
Driver safety
Road services
Pre-sales
Direct store delivery
Field service
Merchandising
Inventory updates
Work order information capture
Demand forecasting
Smart selling
Smart quantity
Billing & collections
Pricing and promotion
Scanning, printing
Part order history
Navigation, alerts, messaging
Appointment booking
Dynamic scheduling
Routing
Dispatching
Job creation
Assignment of assets
Capacity management
Vehicle Solutions Mobile Worker Solutions Back Office Solutions
Combined Capabilities Create
MRM Leadership
11
Rationale for Transaction
Enhances growth and margin profile
Adds sizable stream of recurring revenues
Further diversifies Trimbles overall business mix
Enables MRM leadership
Increases access to global MRM segment
Reinforces Trimbles existing businesses
Extends Trimbles technology platform
Accelerates the pace of product innovation for customers
Enhances customer access through strong channel relationships
2006 TMS Contribution
2007 Projected TMS Contribution
TMS 6% of total company revenue
TMS 14% of total company revenue
12
Cash portion to be financed from existing cash
balances, bank credit facility and new term loan
Revenue growth rate and margin enhancing
Non GAAP EPS accretion / dilution to baseline
2007: single digit dilution
2008: accretive
2009 (and beyond): meaningfully accretive
Financial
Impact
Customary closing conditions and regulatory approval
@Road shareholder approval
Expected closing First Quarter 2007
Closing
Timing &
Conditions
$7.50/@Road common share consisting of:
$5.00 in cash and $2.50 in a mixture of cash and/or
Trimble stock at Trimbles sole discretion
Equity consideration approximately $496 million
Enterprise value approximately $417 million
Largest investor, directors and officers totaling 23% of
outstanding shares have agreed to vote in favor
Terms
Summary of Transaction
13
2007 Preliminary Pro Forma
14
Trimble base revenue
$1060M $1085M
Trimble model of @ Road revenue (assuming February close)
$108M $113M
Deferred revenue write-down
($28)M
Net @ Road 2007 revenue
$80M $85M
Combined company revenue
$1140M $1170M
Operating margin ( Non GAAP)
18.2% 18.5%
Interest expense
$270 million debt due to acquisition
$15M
Non-operating income
$6M
Tax rate
35% 36%
Non GAAP EPS pre-acquisition
$2.30 $2.35
Dilution (higher interest and increased shares)
($0.13)
Deferred revenue write-down
($0.07)
Combined company Non GAAP EPS
$2.10 $2.15
Shares outstanding pre-acquisition
60M
Stock issued for acquisition
2.8M
3.4 million shares issued in February
Total shares
62.8
** Non GAAP excludes stock option expenses, amortization of intangibles, restructuring charges, in
process R&D write off and acquisition related step up charges.