Chat with Filing

Ask questions about this document
Please log in or register to use the chat feature. Please register first.
RNS - Q-Free acquires Open Roads Consulting to strengthen the ATMS business

Company: Q-Free ASA Date: 2014-07-17 Language: English Register to download
Loading document preview...
Document Preview Not Available

The file type (.html) cannot be displayed directly here.
Open Original File
Error loading document preview. Please try the 'Open Original File' link.
You're One Click Away From The Full Filing

Instantly access this document—and 2.8M more—for free. Select your preferred method:
Continue with Google Continue with Microsoft Continue with Facebook Continue with Amazon
 Q-Free acquires Open Roads Consulting to strengthen the ATMS business

# Q-Free acquires Open Roads Consulting to strengthen the ATMS business

Trondheim/Oslo, 17 July 2014: Q-Free has signed a Share Purchase  

Agreement (SPA) for the acquisition of Open Roads Consulting Inc. for a  

cash consideration of approximately USD 6.2 million. Further  

consideration is dependent on future financial performance. The  

acquisition will strengthen Q-Free's presence in the US substantially,  

and is a strategic good match with other ATMS and RUC activities within  

the group.  Q-Free expects the transaction to be closed within the end  

of the third quarter 2014.  

Open Roads Consulting is a privately owned company established in 2000  

in Virginia, USA. The company has 74 employees and operates mission  

critical traffic deployments and video based surveillance of critical  

assets in 30 states in the US. The company generated revenues of USD  

12.8 million, EBITDA of USD 0.9 million and EBIT of USD 0.6 million in  

2013, and will be consolidated into the accounts of Q-Free with effect  

from closing, expected to be during the third quarter 2014.  

  

The SPA is based on cash and debt free conditions, and no shares will be  

issued as part of the consideration. Q-Free will pay an initial cash  

consideration of approximately USD 6.2 million, equal to 7 times the  

2013 EBITDA. Further consideration is dependent on financial performance  

in part of 2014, 2015 and part of 2016, and is estimated to USD 2.5  

million. Including earn-out payments, the total consideration is capped  

at USD 12.5 million.  

  

The acquisition of Open Roads Consulting represents a milestone for Q  

\-Free. Over time the company will become a global fully-fledged ITS  

player with significant presence in the US. The current acquisition is a  

strategic good match with other ATMS and RUC activities within the  

group, and Q-Free's number of employees in the US increases to  

approximately 100. Open Roads Consulting's software solutions will be a  

valuable addition to Q-Free's offering of ATMS solutions both in the US  

and internationally.  

  

"The world's biggest market for Road User Charging and Traffic  

Management is in the US. The acquisition of Open Roads Consulting will  

provide an organisational platform for further penetration into the US  

market in all of our three business areas ATMS, RUC/Tolling and Managed  

Services. This addition to our portfolio will increase revenue synergies  

for the existing Q-Free activities in the US, and is an important step  

for Q-Free to become a fully-fledged ITS supplier," says CEO Thomas  

Falck.  

  

Open Roads Consulting is a leading provider of off-the-shelf solutions,  

technology integration and full lifecycle support to help clients  

operate, manage, and protect critical assets. The company has two highly  

complementary business areas; the Intelligent Transportation Systems  

Division (ITSD) and the Integrated Security Systems Division (ISSD).  

  

Intelligent Transportation Systems Division (ITSD):  

  

· Supports public sector clients through the design, deployment and  

maintenance of real-time systems that enhance mobility and enable the  

public to make smarter travel choices  

· Primary product offering is Open TMS, an extensible ATMS solution  

built around an open, modular architecture designed to support the  

dynamic traffic management marketplace  

·  

  

Integrated Security Systems Division (ISSD):  

  

· Provides critical asset protection solutions for the US military  

worldwide  

· Primary product offering is VICADS, a proprietary video management  

system designed specifically to exceed DoD performance requirements and  

is approved by the US Air Force for all priority levels of protection  

  

"Open Roads Consulting is a company with a strong market position in the  

US. Teaming up with Q-Free will strengthen our current position, in  

addition to provide a global reach for our products. We are very excited  

about the future opportunities and we are looking forward to be working  

with Q-Free," says Founder and President Barbara Skiffington.  

  

Q-Free's ATMS business has been strengthened substantially over the last  

couple of years. Q-Free acquired the US based parking guidance company  

TCS International in 2012, and followed-up with the acquisition of the  

Serbian traffic management company ELCOM and a strategic 10 percent  

investment in Intelight in the US in 2013. The acquisition of Open Roads  

Consulting is the third acquisition in 2014, following the inclusion of  

TDC Systems in the UK and Traffic Design in Slovenia into the Q-Free  

Group earlier this year.  

  

In the longer-term, Q-Free expects that the markets for ATMS and Road  

User Charging will converge into a joint market for Intelligent  

Transport Systems (ITS) - both technologically and commercially. Q-Free  

intends to play an important role in this market, and will continue to  

build its position through acquisitions as well as further development  

of its current businesses within this area.  

  

Please see the enclosed material for additional information in  

accordance with Section 3.4 of Continuing Obligations for companies  

listed on Oslo Stock Exchange.  

  

For further information, please see www.q-free.com or contact:  

  

CEO Tomas Falck, cell: +47 468 00 767  

  

CFO Roar Østbø, cell: +47 932 45 175  

  

About Q-Free:  

  

Q-Free is a leading global supplier of products and solutions within  

Road User Charging and Advanced Transportation Management Systems. The Q  

\-Free Group will have approximately 430 employees with offices in 17  

countries and presence on all continents after the closing of the Open  

Roads transaction. The Q-Free head office is in Trondheim, Norway. Q  

\-Free is listed on Oslo Stock Exchange under the ticker QFR.  

  

About Open Roads Consulting:  

  

Open Roads Consulting is a privately owned leading provider of off-the  

\-shelf solutions, technology integration and full lifecycle support to  

help clients operate, manage and protect critical assets. The company  

has 74 employees and operates mission critical deployments in 30 states  

in the US from their headquarters in Chesapeake (VA) and office in  

Austin (TX) and Cary (NC).