Iteris, a trusted technology ecosystem for smart mobility infrastructure management, announced that it has entered into a definitive merger agreement to be acquired by Almaviva S.p.A. (a private Italian digital innovation group) in an all-cash transaction valuing Iteris at approximately $335 million equity value. Under the terms of the deal, Iteris shareholders will receive $7.20 in cash for each share of Iteris common stock.
Iteris is a global leader in smart mobility infrastructure management with 10,000+ public agencies and private-sector enterprises that rely on the Company’s AI-powered ClearMobility Platform to monitor, visualize and optimize their mobility infrastructures. And Almaviva is a leader in digital innovation, helping companies to embrace new digital platforms across a range of public and private market sectors. With a network of 30 companies and 79 offices in Italy and abroad, Almaviva built a global network of innovative solutions and services across digital transformation, digital reputation management and people-centered technology.
This cash purchase price represents a premium of approximately 68% to the Company’s closing share price on August 8, 2024. And the deal was unanimously approved and will be recommended to its shareholders by the Iteris Board of Directors.
The deal is expected to close in 2024, subject to approval by Iteris shareholders, required regulatory approvals and other customary closing conditions. Almaviva intends to finance the transaction using committed debt financing. And the deal is not subject to a financing condition. Upon completion of the transaction, Iteris will become a privately held company, and its common stock will no longer be traded on Nasdaq.
Morgan Stanley is acting as financial advisor and Latham & Watkins LLP is acting as legal counsel to Iteris. Goldman Sachs Bank Europe SE, Italian office is acting as financial advisor, King & Spalding LLP, Legance – Avvocati Associati and Linklaters as legal advisors, EY Advisory S.p.A. as accounting and fiscal advisor for Almaviva.
KEY QUOTE:
“This announcement marks an exciting next chapter for Iteris and all of our stakeholders. Iteris has been a pioneer and leader in intelligent transportation systems for more than 15 years and the agreement we reached with Almaviva is a testament to the grit, determination and innovative spirit of our entire team. Almaviva shares our vision for the future of digital mobility and our commitment to excellence. With this transaction, our team will be strongly positioned to continue to innovate and expand the global adoption of our ClearMobility Platform.”
– Joe Bergera, President and CEO of Iteris
