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Verizon to acquire Fleetmatics

Transaction to accelerate Verizon's position as a leading provider of fleet and mobile workforce management solutions

NEW YORK and DUBLIN, Aug. 1, 2016 /PRNewswire/ -- Verizon Communications Inc. (NYSE, Nasdaq: VZ) and Fleetmatics Group PLC (NYSE: FLTX) today announced they have entered into a definitive agreement under which Verizon will acquire Fleetmatics, a leading global provider of fleet and mobile workforce management solutions, for $60.00 per share in cash – representing a value of approximately $2.4 billion.

"Fleetmatics is a market leader in North America -- and increasingly internationally -- and they've developed a wide-range of compelling SaaS-based products and solutions for small- and medium-sized businesses," said Andrés Irlando, CEO of Verizon Telematics.

Fleetmatics is a leading global provider of fleet and mobile workforce management solutions.

"The powerful combination of products and services, software platforms, robust customer bases, domain expertise and experience, and talented and passionate teams among Fleetmatics, the recently-acquired Telogis, and Verizon Telematics will position the combined companies to become a leading provider of fleet and mobile workforce management solutions globally," Irlando added.

"Verizon and Fleetmatics share a vision that the SaaS-based fleet management solution market is extraordinarily large, lightly penetrated, global and fragmented which can best be attacked together with a world class product offering and the largest distribution channel in the industry," said Jim Travers, Chairman and CEO of Fleetmatics.

"Fleetmatics brings over 37,000 customers, approximately 737,000 subscribers, a broad portfolio of industry leading products, and a team of 1,200 professionals focused on solving the critical challenges of businesses that deploy mobile workforces. We are excited to partner with Verizon in fulfilling the mission of becoming the largest mobile workforce management company in the world," Travers added.

In June, Verizon Telematics also announced the acquisition of Telogis, Inc., a global, cloud-based mobile enterprise management software company based in Aliso Viejo, Calif. That transaction closed on July 29.

With approximately 1,200 employees, Fleetmatics is headquartered in Dublin, Ireland, with North American headquarters in Waltham, Mass. The company's Web-based solutions provide fleet operators with visibility into vehicle location, fuel usage, speed and mileage, and other insights into their mobile workforce, helping them to reduce operating costs, as well as increase revenue.

Verizon Telematics, a subsidiary of Verizon Communications, operates in more than 40 markets worldwide and offers comprehensive wireless, software and hardware solutions to consumers, enterprises, automakers and dealers to power connected-vehicle products around the world.

The acquisition is subject to customary regulatory approvals and closing conditions, including the approval of Fleetmatics' shareholders and the sanction of the Irish scheme of arrangement by which Verizon will acquire Fleetmatics by the Irish High Court, and is expected to close in the fourth quarter of 2016.

PJT Partners and Wells Fargo Securities, LLC are acting as financial advisors to Verizon. Cleary Gottlieb Steen & Hamilton LLP, A&L Goodbody and Macfarlanes LLP are acting as legal advisors to Verizon. Morgan Stanley is acting as financial advisor to Fleetmatics. Goodwin Procter LLP and Maples and Calder are acting as legal advisors to Fleetmatics.

Fleetmatics cancels previously scheduled quarterly conference call

As a result of today's announcement, Fleetmatics has cancelled its earnings call previously scheduled for August 9, 2016 and has withdrawn its most recent guidance with respect to 2016 as previously issued on May 4, 2016.

About Verizon

Verizon Communications Inc. (NYSE, Nasdaq: VZ), headquartered in New York City, has a diverse workforce of nearly 162,700 and generated nearly $132 billion in 2015 revenues. Verizon operates America's most reliable wireless network, with 113.2 million retail connections nationwide. The company also provides communications and entertainment services over mobile broadband and the nation's premiere all-fiber network, and delivers integrated business solutions to customers worldwide.

About Fleetmatics

Fleetmatics Group PLC (NYSE: FLTX) is a leading global provider of mobile workforce solutions for service-based businesses of all sizes delivered as software-as-a-service (SaaS). Our solutions enable businesses to meet the challenges associated with managing local fleets, and improve the productivity of their mobile workforces, by extracting actionable business intelligence from real-time and historical vehicle and driver behavioral data. Fleetmatics group's intuitive, cost-effective Web-based solutions provide fleet operators with visibility into vehicle location, fuel usage, speed and mileage, and other insights into their mobile workforce, enabling them to reduce operating and capital costs, as well as increase revenue. An integrated, full-featured mobile workforce management product provides additional efficiencies related to job management by empowering the field worker and speeding the job completion process – quote through payment. As of March 31, 2016, Fleetmatics served approximately 37,000 customers and approximately 737,000 subscribed vehicles throughout Australia, Canada, France, Ireland, Mexico, the Netherlands, the United Kingdom, the United States and Italy. To learn more about Fleetmatics, visit www.fleetmatics.com.

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General

This summary should be read in conjunction with the full text of the Rule 2.5 announcement, being the formal transaction announcement made by Verizon Communications Inc. ("Verizon") and Fleetmatics ("Fleetmatics") earlier today. The Rule 2.5 announcement and this press release have been made available on Verizon's and Fleetmatics' websites (www.verizon.com) and (www.fleetmatics.com).

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.

Verizon cautionary statement regarding forward-looking statements

This communication contains forward-looking statements. These statements are based on estimates and assumptions and are subject to risks and uncertainties. Forward-looking statements include the Verizon group's and the combined group's estimated or anticipated future results, or...


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