EROAD announces Acquisition of Coretex and Equity Raising
TEL +64 9 927 4700 PO Box 305 394
FAX +64 9 927 4701 Triton Plaza, North Shore 0757 Page 1
FREE 0800 4-EROAD Auckland, New Zealand eroad.co.nz
Not for release to US wire services or distribution in the United States
Market Release
EROAD to acquire Coretex to accelerate key growth strategies 14 July 2021
EROAD Limited (NZX/ASX: ERD) is pleased to announce that it has entered into a conditional
agreement to acquire 100% of Coretex Limited (“Coretex”) (the “Acquisition”), a telematics
vertical specialist provider delivering enterprise grade solutions, partly funded by an
underwritten conditional placement to raise NZ$64.4m (“Placement”) and a share purchase
plan to raise NZ$16.1m (“SPP”). The acquisition is expected to complete in early H2 FY22 and
is subject to conditions, including Commerce Commission clearance in relation to Coretex’s
New Zealand business, Overseas Investment Office approval and EROAD shareholder
approval.
Key highlights
• The Acquisition accelerates EROAD’s key growth metrics by two years enabling it to
capture the significant growth opportunity in North America and Australia
• The Acquisition drives synergies and accelerates revenue growth by adding new
strategic verticals, providing broader product market fit and increasing customer base
• EROAD to acquire Coretex for NZ$157.7m upfront consideration and NZ$30.6m
contingent consideration payable in FY23 (subject to Coretex achieving certain
performance milestones)
• Acquisition is accretive from an earnings basis in FY23, following growth investment
in FY22 to drive synergies
• The Acquisition will be partly funded by a NZ$64.4m fully underwritten conditional
placement and a NZ$16.1m share purchase plan
• EROAD saw accelerating growth in all markets in Q1 and reiterates FY22 ‘stand-alone’
revenue guidance
Steven Newman, Chief Executive Officer comments:
“The acquisition of Coretex is truly transformational for EROAD. Accelerating our key growth
metrics by two years in North America and Australia and positioning us to become a bigger
player in the global telematics market.”
“EROAD and Coretex both aspire to create a safer, more sustainable and more productive
society. Combining EROAD’s expertise in broadly adopted regulatory telematics solutions
with Coretex’s extensive vertical telematics expertise and products creates an advanced
market fit”
“We have always stated that an acquisition would be part of our growth strategy to reach our
medium and long-term goals. We have been clear we would seek complementary and proven
Page 2 eroad.co.nz
technology to augment our product range. To accelerate growth, any acquisition needed to
deliver increased capability, improved customer experiences and access to additional market
verticals. In Coretex we have found a highly complementary partner which allows us to satisfy
these criteria.”
Acquisition of Coretex
A wholly owned subsidiary of EROAD has entered into a conditional agreement to acquire
100% of Coretex. Coretex is a telematics vertical specialist provider delivering enterprise
grade solutions with connected units in North America, Australia and New Zealand. Coretex
is focused on growth verticals of less than a truck load (LTL), refrigerated transport,
construction, and waste & recycling. Coretex has a well advanced pipeline of North American
Enterprise customers. In FY22 Coretex is forecast to deliver AMRR of between $50-$53m and
EBITDA of $7-9m.
Both EROAD and Coretex aspire to create a safer, more sustainable and more productive
society. EROAD’s customer solutions not only help to reduce speed, ensure vehicles are safe
and improve driver behaviour, but they also help our customers achieve greater fuel
efficiency, reduce compliance costs and improve fleet productivity. Coretex’s specialist
products complement EROAD’s solutions. For example, Coretex’s refrigerated transport
solutions optimise compliance, safety and fuel consumption to help reduce wastage and
emissions. Furthermore, their construction solutions help reduce construction and industrial
wastage and their waste & recycling solutions help reduce contamination.
The Acquisition is transformational and significantly accelerates EROAD’s key growth metrics
by two years by providing:
• Increased product market fit with proven technology solutions in new verticals and
significantly increasing EROAD’s addressable market
• Increased Enterprise grade solutions as well as gaining a number of key Enterprise
accounts which increases EROAD’s ability to win Enterprise customers
• Access to Coretex’s next generation platform, which provides EROAD with the ability
to accelerate its technology and product roadmaps with the combined expertise of
product and engineering teams
• 64,177 units in North America, Australia and New Zealand, significantly lifting EROAD’s
market position in North America and Australia
• Increased growth velocity toward 250,000 units and positions EROAD to become a
bigger player in the global telematics market
On a proforma basis the Acquisition would have increased FY21 Revenue from $91.6m to
$138.2m and increased FY21 AMRR from $88.4m to $131.1m. Connected units in North
America, Australia and New Zealand increase from 126,203 to 190,380. The customer base
changes significantly increases EROAD’s presence in North America and Australia, increasing
the proportion of Enterprise customers from 40% to 53% and providing entry into new growth
verticals.
Page 3 eroad.co.nz
Under the Acquisition agreement, EROAD pays NZ$157.7m in upfront consideration and
NZ$30.6m consideration contingent on certain performance milestones.
The upfront consideration equates to an attractive multiple (3.1x EV/FY22 AMRR
1
). The
Acquisition is expected to be accretive on an earnings basis in FY23, following growth
investment in FY22 to drive synergies. The contingent consideration of $30.6m is also payable
in FY23, if performance conditions are met, the acquisition multiple would be 3.7x EV/FY22
AMRR
1
.
The acquisition of Coretex is subject to clearance from the NZ Commerce Commission in
relation to Coretex’s New Zealand's business (14% of Coretex’s FY21 units) and Overseas
Investment Office consent. The acquisition of Coretex is also subject to EROAD receiving
shareholder approval for the Acquisition, which is to be sought at a Special Shareholders
Meeting (“SSM”) expected to be held 30 July 2021, notice of which is released to the NZX and
ASX today. Shareholders who cannot attend the SSM in person will be able to participate
online, as detailed in the Notice of Meeting.
Capital Raise
The total consideration will be funded by the issue of EROAD shares to Coretex shareholders
(NZ$96.0m), a NZ$64.4m fully underwritten conditional placement, a NZ$16.1m share
purchase plan (SPP) and NZ$11.8m of existing cash. Both the placement and SPP are
structured to provide all shareholders, where possible, at least a pro rata allocation of shares.
Reflecting the Board’s commitment, all EROAD Directors that are eligible intend to participate
in the capital raise. Steven Newman will be participating in the Capital Raise for A$3m.
Placement
• Fully underwritten placement to raise NZ$64.4m with approximately 11.5m new
fully paid ordinary shares (“New Shares”) to be issued, representing 14.1% of existing
shares on issue.
• New Shares issued in the Placement will be issued at NZ$5.58/A$5.25 per New Share
representing a 9.2 % discount to the last closing price on ASX of A$5.78 on 13 July
2021 and a 9.2% discount to the five day volume weighted average on ASX on
A$5.78 on 13 July. The issue price of NZ$5.58 reflects a 9.2% discount to the last
closing price on NZX of NZ$6.15 on 13 July 2021 and a 9.5% discount to the five day
volume weighted average on NZX of NZ$6.17 on 13 July.
• Settlement of the Placement will be subject to EROAD receiving shareholder
approval for the Placement, which is to be sought at the SSM as outlined above
1
Based on upfront consideration and using midpoint of $51,5m for Coretex FY22 stand-alone AMRR guidance
Page 4 eroad.co.nz
SPP
• EROAD will offer eligible retail shareholders (as at the Record date of 13 July 2021 the
opportunity to acquire up to A$30,000 (Australian shareholders) and NZ$32,000 (New
Zealand shareholders) in New Shares via a Share Purchase Plan
• The issue price for the New Shares issued under the SPP will be the lower of the
placement price and the five-day volume weighted average price of EROAD shares
traded on the NZX during the five trading days up to, and including, the SPP closing
date
• SPP to raise NZ$16.1 million, subject to the Board's discretion to accept
oversubscriptions and is not underwritten
• In the event the SPP does not raise the full NZ$16.1m, EROAD remains fully financed
for the Contingent Consideration, which would be funded by existing cash and the
Company’s existing debt facilities
• Further details of the SPP will be found in the offer document to be made available to
existing shareholders on 20 July 2021.
Scrip Consideration
• Up to NZ$96m scrip consideration comprising the issue of 16 million new fully paid
ordinary EROAD shares at an issue price of $6 per share, resulting in Coretex
shareholders having a 14.2% interest in EROAD following completion of the
Placement, SPP and Acquisition (assuming contingent consideration payable in full)
Canaccord Genuity (Australia) Limited is acting as Lead Manager and Underwriter to the
Placement. Bell Potter Securities Limited are acting as Co-Lead Manager to the Placement.
For more information on the capital raising please refer to the investor presentation released
today on the ASX and NZX.
Independent Report
Grant Samuel has prepared an Independent Report on the merits of the Acquisition. A copy
of the report has been released today on the ASX and NZX. In Grant Samuel’s opinion the
strategic rationale for the Acquisition is sound and management’s assessment of the potential
synergy benefits appears reasonable.
Timetable for Capital Raise
Record Date for SPP 13 July 2021
Announcement of Placement and
Acquisition
14 July 2021
Placement closes
14 July 2021
Trading halt lifted and shares recommence
trading
15 July 2021
Page 5 eroad.co.nz
SPP Offer opens – Offer documents sent to
shareholders
20 July 2021
EROAD shareholder meeting to approve the
Acquisition and Placement
30 July 2021
SPP offer closes 3 August 2021
ASX Settlement of Placement 4 August 2021
NZX Settlement of Placement 5 August 2021
Allotment and commencement of trading in
new shares
5 August 2021
EROAD Q1 Operating Update
For the three months ended 30 June 2021, EROAD sold 4,152 contracted units reflecting
accelerating quarterly growth across all markets.
Total at
31 March
2021
Total at
30 June 2021
Added in quarter
Contracted Units* 126,203 130,355 4,152
New Zealand 87,892 90,747 2,855
North America 35,437 35,827 390
Australia 2,874 3,781 907
Clarity Dashcam 1,054 2,984 1,930
New Zealand 34 411 377
North America 1,020 2,552 1,532
Australia - 21 21
*Total Contracted units is a non-GAAP measure used by EROAD which represents the total units subject to customer contract and includes
both Units on Depot and units pending instalment.
Contracted units grew by 4,152 in Q1 FY22 reflecting good growth in New Zealand and
Australia. Unit growth in North America remains slow, however there are signs the economy
is opening up. Reflecting this, EROAD currently has two enterprise customer prospects in pilot
for its Ehubo delivered services (approx. 1,500 units) as well as a solid mix of mid-market pilots
either launched or beginning soon. There are also further pilots for Clarity Dashcam with
existing and new customers.
In New Zealand, 216 customers (representing 7,845 units) renewed their contract. Overall,
Group Asset Retention remains high at 95.5% for 30 June 2021. However, following its
acquisition, a North America enterprise customer (c. 1,700 units) has given notice it will
deinstall EROAD units in H1 FY22 to align its technology with its acquirer.
Page 6 eroad.co.nz
EROAD continues to make good progress with selling additional services during the quarter
through EROAD Day Logbook (adding 425 driver subscriptions), Inspect (627 subscriptions
added) and EROAD Where (1,580 tags added). Since entering the partnership with Philips
Connect on 2 June, EROAD has sold 322 Philips Connect Solutions.
EROAD FY22 ‘stand-alone’ Guidance
EROAD reiterates its FY22 ‘stand-alone’ revenue guidance. Percentage revenue growth in
FY22 is anticipated to strengthen from FY21 (13%), but not be at the FY20 level (32%). EROAD
continues to expect R&D to be between 24-27% of revenue during FY22. Given expected one-
off integration costs in FY22 standalone EBITDA margin now is expected to be between 28-
31
%. Excluding these EBITDA margin will be consistent with FY21.
Additional information
Additional information regarding the acquisition and capital raising is contained in the
presentation which accompanies this announcement. The presentation contains important
information including key risks and foreign selling restrictions with respect to the capital
raising. Nothing contained in this announcement constitutes investment, legal, tax or other
advice.
Ends
Authorised for release to the NZX and ASX by EROAD’s Board of Directors.
For Investor enquires please contact:
Anna Bonney
Investor Relations
+64 21844155
a
nna@merlinconsulting.co.nz
For Media enquiries please contact:
Thrive pr + communications:
Australia:
Christy LaPlante - +61 439 246 489
New Zealand
Helena Nuich - +64 21 143 9273
eroad@thrivepr.com.au
Conference call details
EROAD will host a conference call to discuss the acquisition and capital raise at 12.30pm NZST
on Wednesday 14th July. Register in advance for this meeting:
https://us02web.zoom.us/meeting/register/tZEpdOmhqjwoHdxq-LKt9SbH3lMBRwRhVa_g
After registering, you will receive a confirmation email containing information about joining
the meeting.
Page 7 eroad.co.nz
After registering, you will receive a confirmation email containing information about joining
the webinar. A replay of this conference call will be available once it has been uploaded to
the EROAD website on the 15
th
July under ‘presentations’ on
https://www.eroadglobal.com/global/investors
About EROAD
EROAD Limited (ASX: ERD; NZX: ERD) (“EROAD”) purpose is safer and more sustainable roads. EROAD
develops and markets technology solutions to manage vehicle fleets, support regulatory compliance,
improve driver safety and reduce the costs associated with operating a fleet of vehicles and inventory
of assets. EROAD has a proven SaaS business model and is experiencing continuing growth in installed
units and revenue. EROAD has operations in New Zealand, North America and Australia with
customers ranging in size from small fleets through to large enterprise customers. For more
information visit https://www.eroadglobal.com/investor
This announcement has been prepared for publication in New Zealand and may not be released to US
wire services or distributed in the United States. This announcement does not constitute an offer to
sell, or a solicitation of an offer to buy, securities in the United States or any other jurisdiction. Any
securities described in this announcement have not been, and will not be, registered under the US
Securities Act of 1933 and may not be offered or sold in the United States except in transactions
exempt from, or not subject to, the registration of the US Securities Act and applicable US state
securities laws. Shares under the SPP will not be offered or sold to persons resident in the United
States.
---
Acquisition of Coretex and Capital Raise
VOTE IN FAVOUR
LETTER FROM THE CHAIR
14 July 2021
Dear Fellow Shareholder
Today, EROAD has announced that it has entered into a conditional agreement to acquire 100% of Coretex Limited
(“Coretex”) (the “Acquisition”), a telematics vertical specialist provider delivering enterprise grade solutions for NZ$157.7m
upfront consideration and NZ$30.6m consideration contingent on certain performance milestones. This will be partly
funded by an underwritten conditional placement to raise NZ$64.4m (“Placement”) and a share purchase plan to raise
NZ$16.1m (“SPP”). The acquisition is expected to complete in early H2 FY22 and is subject to conditions, including
Commerce Commission clearance in relation to Coretex’s New Zealand business, Overseas Investment Office approval and
EROAD shareholder approval.
On behalf of the Board of EROAD, I am pleased to outline how this accelerates EROAD’s key growth metrics by two years
enabling it to capture the significant growth opportunity in North America and Australia. The Board recommends that
shareholders vote in favour of the proposed Acquisition and the Capital Raise.
The Proposed Transaction
EROAD has entered into a conditional agreement to acquire 100% of Coretex. Coretex is a telematics vertical specialist
provider delivering enterprise grade solutions with connected units in North America, Australia and New Zealand. Coretex
is focused on growth verticals of less than a truck load (LTL), refrigerated transport, construction, and waste & recycling.
Coretex has a well advanced pipeline of North America Enterprise customers.
Both EROAD and Coretex aspire to create a safer, more sustainable and more productive society. EROAD’s customer
solutions not only help to reduce speed, ensure vehicles are safe and improve driver behaviour, but they also help our
customers achieve greater fuel efficiency, reduce compliance costs and improve fleet productivity. Coretex’s specialist
products complement EROAD’s solutions. For example, Coretex’s refrigerated transport solutions optimises compliance,
safety and fuel consumption to help reduce wastage and emissions. Furthermore, their construction solutions help reduce
construction and industrial wastage and waste & recycling solutions to help reduce contamination.
The acquisition of Coretex is truly transformational for EROAD. Accelerating our key growth metrics by two years and
positioning us to become a bigger player in the global telematics market. Coretex brings with it a broadened product fit and
new strategic high growth key verticals. Combining EROAD’s broadly adopted regulatory telematics solutions with Coretex’s
vertical market expertise and products creates an advanced market fit.
The Acquisition accelerates EROAD’s key growth metrics by two years by providing:
• Increased product market fit with proven technology solutions in new verticals and significantly increasing EROAD’s
addressable market
• Increased Enterprise grade solutions as well as gaining a number of key Enterprise accounts which increases EROAD’s ability
to win Enterprise customers
• Access to Coretex’s next generation platform, which provides EROAD the ability to accelerate its technology and product
roadmaps with the combined expertise of product and engineering teams
• 64,177 units in North America, Australia and New Zealand, significantly lifting EROAD’s market position in North America
and Australia
• Increased growth velocity toward 250,000 units and positions EROAD to become a bigger player in the global telematics market
The acquisition is expected to drive significant revenue synergies and integration benefits and is expected to be accretive on
an earnings basis in FY23.
Shareholder Approval Required
EROAD will hold a Special Shareholders Meeting in conjunction with EROAD’s Annual Shareholder Meeting, at 30 July 2021,
1pm, Loyalty Lounge, Eden Park, Reimers Avenue, Kingsland, Auckland. You will also be able to attend virtually via the link
https://web.lumiagm.com/ (Meeting ID: 312-976-984).
On behalf of EROAD’s Board, I encourage you to cast your vote in favour of the resolutions outlined in the Notice of Meeting.
If you are unable to attend the meeting in person you are able to cast a proxy vote in advance of the meeting. If you wish
to vote in advance of the meeting, it is important that your vote is received by 1pm on 28 July 2021 to ensure that your vote
is heard. Further details on how to vote and where to return your proxy form are included in the form itself as well as the
Notice of Meeting.
Ahead of the meeting, the Board encourage you to carefully read the investor presentation detailing the acquisition
accompanying this letter. The presentation includes the key strategic rationale for the acquisition of Coretex, the key risks
involved and the terms of the proposed transaction.
Acquisition Consideration and Funding
EROAD has entered into a conditional agreement to acquire Coretex for NZ$157.7m in upfront consideration and NZ$30.6m
in consideration contingent on certain performance milestones. The total consideration is intended to be funded by:
• the issue of EROAD shares to Coretex shareholders (NZ$96.0m) at NZ$6 per share
• NZ$64.4m fully underwritten conditional placement at an offer price of NZ$5.58
• NZ$16.1m SPP, subject to the Board’s discretion to accept over subscriptions and is not underwritten
• NZ$11.8m of existing cash
Both the placement and SPP are structured to provide all shareholders, where possible, at least a pro rata allocation of shares.
EROAD will offer eligible retail shareholders (as at the Record date of 13 July) the opportunity to acquire up to A$30,000
(Australian shareholders) and NZ$32,000 (New Zealand shareholders) in New Shares via a Share Purchase Plan. The SPP is
conditional upon shareholder approval at the SSM.
• The issue price for the New Shares issued under the SPP will be the lower of the placement price NZ$5.58 and the five day
volume weighted average price of EROAD shares traded on the NZX during the five trading days up to, and including, the SPP
closing date. If you are eligible to participate in the SPP, you will be separately sent further details in relation to the SPP on
20 July 2021.
Reflecting the Board’s commitment, I can confirm that all EROAD Directors that are eligible intend to participate in the
capital raise. All EROAD directors intend to vote all shares held or controlled by them in favour of the resolutions to approve
the transaction to the extent permitted to do so.
Thank you for your continued support.
Graham Stuart
Chairman
---
Notice of Special Meeting
Acquisition of Coretex
VOTE IN FAVOUR
EROAD
EROAD + CORETEX
Notice of Special Meeting
Acquisition of Coretex - VOTE IN FAVOUR
EROAD LIMITED
Notice is hereby given that a Special Meeting of EROAD Limited (EROAD) will be held on
30 July 2021, 1pm, Loyalty Lounge, Eden Park and virtually via the link web.lumiagm.com
with the Meeting ID 312-976-984. Further information about how to attend and participate
virtually are in the Virtual Meeting Guide.
The safety of our people and shareholders is our number one priority. In the event that
COVID-19 related restrictions are in place which prevent us from holding a physical meeting, or
the Board otherwise determines a physical meeting is inappropriate in the circumstances, we
may decide to hold a virtual only Special Meeting of Shareholders. If this occurs, we will provide
shareholders with notice through an announcement to the NZX, ASX and on our website.
The Special Meeting will be held in conjunction with EROAD’s Annual Meeting.
The items of business at the Special Meeting will be to consider, and if thought fit, to pass
the following ordinary resolutions:
ORDINARY RESOLUTION 1: Acquisition of Coretex
To ratify, confirm and approve for all purposes the acquisition by EROAD Financial Services
Limited, a wholly owned subsidiary of EROAD, of 100% of the shares in Coretex Limited
(Coretex) under an agreement for sale & purchase of shares dated 14 July 2021 (Agreement)
(the Transaction) as described in more detail in the Explanatory Statement and accompanying
materials, and to authorise the directors of EROAD to take all actions, do all things and execute
all documents and agreements necessary or considered by them to be necessary or expedient
to give effect to the Transaction.
ORDINARY RESOLUTION 2: Issue of shares to Coretex Vendors
To approve, for the purposes of Rule 4.1.1 of the NZX Listing Rules, the issue of up to 16,000,000
fully paid ordinary shares in EROAD to the vendors under the Agreement, at an issue price of
NZ$6.00 per share in partial satisfaction of the purchase price payable under the Agreement
(Consideration Shares), and to authorise the directors of EROAD to take all actions, do all things
and execute all documents and agreements necessary or considered by them to be necessary
or expedient to issue the Consideration Shares, such Consideration Shares, when issued, to rank
pari passu (equally) with all existing ordinary shares of EROAD..
ORDINARY RESOLUTION 3: Issue of Capital Raising Shares to investors
To approve, for the purposes of Rule 4.1.1 of the NZX Listing Rules, the issue of NZ$80.5 million
of fully paid ordinary shares in EROAD to subscribers in the capital raising being undertaken
in connection with the Transaction (Capital Raising Shares), at an issue price of NZ$5.58 per
share (or such lesser amount as may be payable under the Share Purchase Plan as described
in more detail in the Explanatory Statement), and to authorise the directors of EROAD to take
all actions, do all things and execute all documents and agreements necessary or considered
by them to be necessary or expedient to issue the Capital Raising Shares, such Capital Raising
Shares, when issued, to rank pari passu (equally) with all existing ordinary shares of EROAD.
The implementation of each resolution at the Special Meeting is conditional upon each other
resolution at the Special Meeting being approved by the shareholders of EROAD.
See the Explanatory Statement below for further details relating to the resolutions.
NOTES
1. Ordinary resolutions
An ordinary resolution is a resolution passed by a simple majority (i.e. over 50% of the votes of
shareholders of EROAD entitled to vote and voting on the resolution).
The Transaction is not a Major Transaction for the purposes of section 129 of the Companies
Act 1993.
2. Addresses by Chairman and Chief Executive Officer
Please note that for shareholders who are unable to attend the meeting:
• the meeting will be broadcast online at web.lumiagm.com with the Meeting ID 312-976-984; and
• transcripts of the Chairman’s and Chief Executive Officer’s addresses to the meeting
(and any accompanying presentation materials) will be posted on EROAD’s website at
eroadglobal.com/global/investors/ and released to the NZX and ASX market announcement
platforms at the same time or before they are delivered to the meeting.
APPROVALS
NZ RegCo has confirmed it has no objection to this notice of meeting, but takes no responsibility
for any statement made in this notice of meeting.
EXPLANATORY STATEMENT
Introduction
The purpose of this Explanatory Statement is to provide shareholders with further information
on the business to be considered at the Special Meeting of EROAD Limited (EROAD) to be held
on 30 July 2021.
EXPLANATORY NOTE TO ORDINARY RESOLUTION 1:
Acquisition of Coretex
EROAD Financial Services Limited, a wholly owned subsidiary of EROAD, has agreed to
acquire all of the shares in Coretex Limited (Coretex) under an agreement for sale & purchase
of shares dated 14 July 2021 (Agreement) (the Transaction). The terms of the Transaction are
summarised in the Transaction Summary that accompanies this notice of meeting.
The Transaction is conditional on the approval of EROAD’s shareholders by way of an
ordinary resolution. That approval is being sought at this meeting.
Listing Rules requirements – acquisition of assets
Under NZX Listing Rule 5.1.1 a listed issuer must obtain shareholder approval for an acquisition
of assets in respect of which the “Gross Value” exceeds 50% of the issuer’s “Average Market
Capitalisation” (each as defined in the NZX Listing Rules), or where an acquisition of assets
would significantly change the nature of the issuer’s business. The Gross Value of the assets
being acquired is not expected to exceed 50% of EROAD’s Average Market Capitalisation and
therefore shareholder approval for the Transaction by way of ordinary resolution is not expected
to be required under NZX Listing Rule 5.1.1(b), but the consideration ultimately payable remains
subject to certain contingencies and adjustments. The Company does not consider that the
Transaction will significantly change the nature of its business. Notwithstanding the above, the
Board considers it appropriate that EROAD’s shareholders have the opportunity to vote on
whether to proceed with the proposed Transaction.
The Transaction does not amount to a Major Transaction for the purposes of section 129 of the
Companies Act 1993 and therefore shareholder approval by way of special resolution is not
required.
EXPLANATORY NOTE TO ORDINARY RESOLUTION 2:
Issue of shares to Coretex Vendors
For the purposes of the Transaction, EROAD has agreed to issue up to 16,000,000 fully paid
ordinary shares to the vendors under the Agreement, at an issue price of NZ$6.00 per share, in
partial satisfaction of the purchase price of Coretex (Consideration Shares).
In order to issue the Consideration Shares, EROAD must obtain approval by EROAD’s
shareholders by way of an ordinary resolution. That approval is being sought at this meeting.
13.3 million Consideration Shares are expected to be issued on completion of the Transaction.
EROAD has obtained a waiver from NZX Listing Rule 4.2.2(b) to enable some of the
Consideration Shares to be issued more than 12 months after the date of the Special Meeting.
Under the Transaction, up to a further 2.7 million Consideration Shares may be issued
contingent upon the retention of customers post transaction and the development and
implementation of Coretex’s technology platform. These metrics will be assessed over the 12
months after completion of the acquisition. The waiver means that if shareholders approve the
resolution to be put to them at the Special Meeting, EROAD will be able to issue Consideration
Shares on completion as well as to the extent the contingent consideration metrics are met,
without further shareholder approval being required.
Listing Rules requirements – issue of equity securities
Under NZX Listing Rule 4.1.1, an issuer must obtain shareholder approval for an issue of shares
unless the issuer is eligible to issue the shares under NZX Listing Rule 4.1.2. Due to the placement
completed on 18 September 2020, EROAD does not currently have any placement capacity
and therefore is unable to issue the Consideration Shares in accordance with NZX Listing
Rule 4.1.2(b). The Company seeks shareholder approval by ordinary resolution to issue the
Consideration Shares pursuant to NZX Listing Rule 4.1.1.
Important information about the Transaction
accompanies this notice
The following materials accompany this notice:
• A presentation detailing the proposed Transaction accompanies this notice of meeting
(Transaction Summary). The Transaction Summary includes details of the rationale for
the proposed acquisition of Coretex, the key risks involved and the terms of the proposed
transaction.
• An independent expert report in relation to the proposed Transaction accompanies this
notice of meeting (Independent Report). The Independent Report details Grant Samuel &
Associates Limited’s opinion in relation to the merits of the Transaction.
• A letter from the Chairman of EROAD, Graham Stuart, summarising the Board’s view of the
proposed Transaction and its benefits to EROAD (Chairman’s Letter).
You should read the Transaction Summary, the Independent Report, and the Chairman’s
Letter in full as they contain important information to assist you in determining whether
to vote in favour of resolutions 1 and 2.
EXPLANATORY NOTE TO ORDINARY RESOLUTION 3:
Issue of Capital Raising Shares to investors
For the purposes of the Transaction, EROAD intends to raise NZ$80.5m by way of an offer of
shares to new institutional investors and existing eligible shareholders by way of a NZ$64.4m
placement (the Placement) and a NZ$16.1m share purchase plan (the SPP) (together, the
Capital Raise). Further details on how to participate in the SPP will be provided to NZX and
ASX by market announcement and directly to eligible shareholders in due course.
The Placement will be conducted on or about the date of this notice of meeting, and an
update will be provided to NZX and ASX upon conclusion of the Placement as to the
outcome. The Placement (and SPP) will be conditional upon shareholder approval at the
Special Meeting. EROAD has obtained a waiver from NZX Listing Rule 4.19.1 to enable the
Capital Raising Shares in relation to the Placement to be issued more than 10 business days
after the close of the Placement. This waiver does not apply to the SPP and further details as
to the timetable for the SPP will be provided directly to eligible shareholders in due course.
Under the SPP, the price of the Capital Raising Shares to be issued to eligible shareholders
who subscribe will be the lower of the price paid by investors in the Placement, being
NZ$5.58 per Share, and the five day volume weighted average price of EROAD shares traded
on NZX during the five NZX trading days up to, and including, the closing date for the SPP. In
the event of oversubscriptions in the SPP, the Company reserves the right to place additional
capital under NZX Listing Rule 4.5.1 (15% Placements) to the extent it is able to do so.
Both the placement and SPP are structured to provide all shareholders, where possible, at
least a pro rata allocation of shares.
Listing Rules requirements – issue of equity securities
Under NZX Listing Rule 4.1.1, an issuer must obtain shareholder approval for an issue of
shares unless the issuer is eligible to issue the shares under NZX Listing Rule 4.1.2. Due to the
placement completed on 18 September 2020, EROAD does not currently have any placement
capacity and therefore is unable to issue shares under the Capital Raise in accordance with
NZX Listing Rule 4.1.2(b). Additionally, due to the share purchase plan completed on 2 October
2020, many of EROAD’s shareholders would not be able to participate in a share purchase
plan conducted in accordance with NZX Listing Rule 4.1.2(a). Therefore, the Company seeks
shareholder approval by ordinary resolution to issue the shares under the Capital Raise
pursuant to NZX Listing Rule 4.1.1.
The shareholder approval sought covers both the shares proposed to be issued to the
wholesale investors under the Placement and to retail investors through the SPP.
Recommendation of the Board
The Board unanimously recommends the Transaction and associated matters to shareholders for approval
and encourages all shareholders to vote in favour of the Resolutions. In negotiating the purchase price under
the proposed Transaction, EROAD took into consideration a range of factors, including its view as to the future
sustainable earnings of Coretex, synergies available and the multiple of revenue implied by the consideration.
More information about the due diligence process is included in the Transaction Summary. In the Board’s view,
the Transaction, the vendor placement and the capital raising are each in the best interests of EROAD and its
shareholders. The directors intend to vote all shares in EROAD held or controlled by them in favour of each
Resolution, subject to the voting restrictions that apply to Resolution 3.
Consequences if Resolutions are not approved
If EROAD’s shareholders do not approve the Transaction, the issue of the Consideration Shares and the Capital
Raise within 30 business days following the date the Agreement is executed, then either party may terminate
the Agreement in which case the Transaction and Capital Raise would not proceed. There are no break fees
under the Agreement.
PROCEDURAL NOTES
Voting restrictions
Any shareholders of EROAD, and their Associated Persons (as that term is defined in the NZX Listing Rules),
who are to receive any of the Consideration Shares referred to in resolution 2 are not entitled to vote in favour
of resolution 2, unless casting votes under an express proxy of a person who is not disqualified from voting.
Any shareholders of EROAD, and their Associated Persons (as that term is defined in the NZX Listing Rules),
who are to receive any of the Capital Raising Shares under the Placement referred to in resolution 3 are not
entitled to vote in favour of resolution 3 unless casting votes under an express proxy of a person who is not
disqualified from voting. On the other hand, shareholders who wish to participate in the SPP are entitled to
vote in favour of resolution 3 (on the basis that the offer was made on the same basis to all shareholders of the
same class except to the extent permitted by NZX Listing Rule 4.4.1(e), which allows an Issuer not to offer the
shares outside New Zealand if, in the Issuer’s reasonable opinion, it would be unduly onerous for the Issuer to
make that offer in that jurisdiction).
Conditional nature of resolutions
The implementation of each resolution at this Special Meeting is conditional upon each other resolution at this
Special Meeting being approved by the shareholders of EROAD.
Voting procedure
a. The persons who will be entitled to vote on the resolutions at the Special Meeting are those persons who
will be the shareholders of EROAD at 5pm on Wednesday 28 July 2021.
b. A shareholder may vote at the Special Meeting either in person or by proxy. A body corporate which is a
shareholder may appoint a representative to attend the Special Meeting on its behalf in the same manner as
that in which it could appoint a proxy.
c. A proxy need not be a shareholder of EROAD. A shareholder who wishes to do so may appoint the
Chairman of the Meeting to act as proxy.
d. A proxy will vote as directed in the proxy form or, if voting is left to the proxy’s discretion, then the proxy
will decide how to vote on the resolutions. If the Chairman is appointed as proxy and the voting is left to
his discretion, the Chairman intends to vote in favour of all resolutions, noting that the Chairman will not be
participating in the Placement and therefore is entitled to cast such votes on resolution 3.
e. A proxy form is enclosed and, if used, must be lodged with the share registrar, Computershare Investor
Services Limited, in accordance with the instructions set out on the form not less than 48 hours before the
time of the holding of the meeting.
f. All resolutions must be passed by an ordinary resolution of shareholders, i.e., by a simple majority of the
votes of those shareholders entitled to vote and voting on the resolution in person or by proxy.
Questions and comments
Shareholders are invited to submit questions prior to the meeting to investors@eroad.com.
---
INDEPENDENT REPORT IN RELATION TO THE PROPOSED ACQUISITION OF
CORETEX LIMITED
Grant Samuel confirms that it:
§ has no conflict of interest that could affect its ability to provide an unbiased report; and
§ has no direct or indirect pecuniary or other interest in the proposed transaction considered in this report, including
any success or contingency fee or remuneration, other than to receive the cash fee for providing this report.
GRANT SAMUEL & ASSOCIATES LIMITED
JULY 2021
TABLE OF CONTENTS
1 Executive Summary ______________________________________________________________________ 1
1.1 Introduction ______________________________________________________________________ 1
1.2 Merits of the Proposed Transaction ____________________________________________________ 1
1.3 Other Matters _____________________________________________________________________ 5
2 Overview of the Proposed Transaction _______________________________________________________ 6
2.1 Transaction Terms _________________________________________________________________ 6
2.2 Shareholder Approval _______________________________________________________________ 7
3 Scope of the Report ______________________________________________________________________ 8
3.1 Purpose of the Report ______________________________________________________________ 8
3.2 Basis of Evaluation _________________________________________________________________ 8
4 Profile of EROAD _________________________________________________________________________ 9
4.1 Introduction ______________________________________________________________________ 9
4.2 Platform Overview _________________________________________________________________ 9
4.3 Capabilities and Expertise ___________________________________________________________ 10
4.4 Regional Overview ________________________________________________________________ 11
4.5 New Zealand _____________________________________________________________________ 12
4.6 North America ___________________________________________________________________ 12
4.7 Australia ________________________________________________________________________ 13
4.8 EROAD Financial Performance _______________________________________________________ 14
4.9 Financial Position _________________________________________________________________ 16
4.10 Cash Flow _______________________________________________________________________ 17
4.11 Capital Structure and Ownership _____________________________________________________ 18
4.12 Share Price Performance ___________________________________________________________ 18
5 Profile of Coretex _______________________________________________________________________ 21
5.1 Introduction _____________________________________________________________________ 21
5.2 Platform Overview ________________________________________________________________ 21
5.3 Capabilities and Expertise ___________________________________________________________ 22
5.4 Regional Overview ________________________________________________________________ 23
5.5 Coretex Financial Performance ______________________________________________________ 24
5.6 Financial Position _________________________________________________________________ 26
5.7 Cash Flow _______________________________________________________________________ 27
6 Profile of the Combined Group ____________________________________________________________ 28
6.1 Overview ________________________________________________________________________ 28
6.2 Proforma Financial Performance and Key Metrics _______________________________________ 28
6.3 Proforma Financial Position _________________________________________________________ 29
6.4 Industry Size and Key Drivers ________________________________________________________ 30
6.5 The North American Market _________________________________________________________ 31
6.6 The Australasian Market ____________________________________________________________ 32
7 Evaluation of the Proposed Transaction _____________________________________________________ 35
7.1 Rationale of the Proposed Transaction ________________________________________________ 35
7.2 Strategic Benefits _________________________________________________________________ 35
7.3 Comparison of the Consideration with Market Evidence __________________________________ 37
7.4 Contingent Consideration ___________________________________________________________ 39
7.5 Financial Impact of the Proposed Transaction ___________________________________________ 39
7.6 Dilutionary Impact of the Proposed Share Issues ________________________________________ 40
7.7 No Change of Control ______________________________________________________________ 41
7.8 Potential Impact on EROAD’s Share Price ______________________________________________ 42
7.9 Disadvantages and Risks ____________________________________________________________ 44
7.10 Conditions Precedent ______________________________________________________________ 45
7.11 Alternative to the Proposed Transaction _______________________________________________ 45
7.12 Investment Decision _______________________________________________________________ 46
§ Appendix A - Qualifications, Declarations and Consents ______________________________________ 47
§ Appendix B – Interpretation of Multiples _________________________________________________ 51
§ Appendix C – Transaction Evidence ______________________________________________________ 53
§ Appendix D – Sharemarket Evidence _____________________________________________________ 57
GLOSSARY
TERM DEFINITION
ARPU
Average revenue per unit
ASX Australian Stock Exchange
CAC
Cost to acquire customers
Capital Raising A $64.4 million fully underwritten conditional placement to institutions and a $16.1 million share purchase
plan to retail investors
Companies Act Companies Act 1993
Coretex Coretex Limited
Coretex Vendors
The shareholders of Coretex
DVIR
Driver Vehicle Inspection Reports
EBIT Earnings before interest and tax
EBITDA Earnings before interest, tax, depreciation and amortisation
ELD
Electronic Logging Device
EROAD EROAD Limited
FM
Fleet management
Grant Samuel Grant Samuel and Associates Limited
IoT
Internet of Things
LTL
Less than load
LTV
Lifetime value
NZX New Zealand Stock Exchange
OIO Overseas Investment Office
Proposed Transaction The proposed acquisition of Coretex Limited by EROAD Limited
R&D
Research and development
RUC
Road user charging
SPP
Share purchase plan
1
1 Executive Summary
1.1 Introduction
On 14 July 2021 EROAD Limited (EROAD) announced it has entered a binding sale and purchase agreement
to acquire 100% of the shares in Coretex Limited (Coretex) (the Proposed Transaction). The total purchase
price is $188.25 million (the Consideration) of which approximately 50% will be paid in cash with the balance
being paid by issuing EROAD shares at $6.00. The Proposed Transaction is subject to several key conditions
that are set out in the investor presentation, including the approval of EROAD’s shareholders, Commerce
Commission and the Overseas Investment Office (OIO).
The Directors of EROAD have engaged Grant Samuel & Associates Limited (Grant Samuel) to prepare an
Independent Report on the merits of the Proposed Transaction. This executive summary contains a summary
of Grant Samuel’s main conclusions in relation to the merits of the Proposed Transaction.
1.2 Merits of the Proposed Transaction
1.2.1 In Grant Samuel’s opinion the strategic rationale for the Proposed Transaction is sound and
management’s assessment of the potential synergy benefits appears reasonable. However, the
benefits of this merger cannot be reliably quantified in financial terms based on the actual
financial performance of the two businesses. Success will be predicated on EROAD’s ability to:
§
leverage Coretex technology, know-how and technical expertise to accelerate its own
product development; and
§
expand its in-house sales capability to deliver the projected revenue growth for the enlarged
business in North America and Australia.
In the short term, this is dependent on whether Cortex’s core technology is able to be combined
with EROAD products and the scalability of Coretex’s new generation platforms.
A key aspect of the Proposed Transaction is EROAD’s ability to leverage Coretex’s technology to:
§
develop more advanced Android solutions. This will enable EROAD to accelerate its own
technology roadmap which will be delivered by a larger product and engineering team with
complementary skills sets; and
§
deliver the scale and market product fit to further accelerate growth in North America and
enable Coretex’s Australian business to benefit from the Australian sales and marketing
capability and New Zealand based operational support from EROAD.
EROAD has an established sales and service team in North America and the combined entity would
be better positioned to take advantage of Coretex’s technology in targeted industry verticals by
selling into enterprise and small to medium sized enterprise (SME) markets.
It is important to note that although Coretex’s new generation platform has been well received by
customers, the rollout of its hardware Corehub (the central vehicle and engine data collection hub
of Coretex’s system) is in its early stages. In FY20, Coretex installed over 10,000 units for one of the
largest trucking companies in North America and this customer is using some of Coretex’s new
generation platforms. It provides a level of comfort that the underlying Core360 and Drive
technology is scalable and demonstrates that Coretex is capable of securing large Enterprise
customers.
If there are issues with scaling Coretex’s supply chain and/ or platform it will impact the revenue
growth of the combined entity.
2
1.2.2 The Telematics industry is growing rapidly and market penetration in North America and Australia
is still relatively low. In this context the opportunity to leverage the combined strengths of the
two businesses to accelerate growth is attractive.
EROAD operates in the global telematics industry, which is estimated to have average revenue
growth of 21% per annum over the next five years. The historical and forecast industry growth has
led to an increase in investment from large well-funded competitors and new entrants that are
looking to disrupt the industry. EROAD’s management believe that the Proposed Transaction will
enhance EROAD’s market position in Australia and North America and enable the company to take
advantage of the growing demand for Telematics services and compete more effectively in the
highly competitive Telematics industry.
1.2.3 EROAD is paying a premium to acquire Coretex, which is consistent with transactions involving
other Telematics companies and will be justified if EROAD can realise the strategic benefits of the
merger going forward.
Under the Proposed Transaction, EROAD will acquire Coretex at an enterprise or ungeared value of
$188.25 million. This implies a capitalisation multiple of 4.0 times adjusted historical revenue and
can be compared to the value parameters of past transactions involving broadly comparable
businesses:
IMPLIED HISTORIC REVENUE MULTIPLES FROM RECENT COMPARABLE TRANSACTIONS
Source: Grant Samuel analysis and Capital IQ
The chart above shows that there have been transactions undertaken at implied historical revenue
multiples that are in line with or higher than the historical multiples implied by the Proposed
Transaction. Other transactions have taken place at much lower revenue multiples of 2 times or
less. Grant Samuel believes that in most cases the higher multiples are explained by a combination
of a premium for control and the purchaser being prepared to pay away strategic value to acquire
the target. As an example, there is evidence of market consolidators paying a strategic premium for
companies where the acquisition of the target company is expected to deliver the acquiror a
competitive advantage or is expected to lead to realising material synergy benefits.
4.6
4.0
9.2
9.0
7.0
5.7
5.25.2
4.7
2.4
2.02.0
1.9
1.81.8
1.3
Average = 4.2 times
Median = 3.6 times
0.0
1.0
2.0
3.0
4.0
5.0
6.0
7.0
8.0
9.0
10.0
EROAD/Coretex Historical
EROAD/Coretex Adjusted
Hughes Telematics / Verizon (Jun 12)
Telogis / Verizon (Aug 16)
Fleetmatics / Verizon (Aug 16)
ContainerChain / Wisetech (Apr 19)
TomTom Telema tics / Br idg estone (Ja n 19)
Lytx / Permia Funds (Jan 20)
ORBCOMM / GI Manager (Apr 21)
Coretex / Capital Raise (Aug 19)
Blue Tree Systems / ORBCOMM (Oct 17)
inthinc / ORBCOMM (Jun 17)
BSM Technologies / Geotab (Apr 19)
Synovia Solutions / CalAmp (Apr 19)
Pointer Telocation / ID Systems (Mar 19)
Digicore / Inseego (Jun 15)
Historical Revenue Multiple
3
1.2.4 Management’s assessment is that the Proposed Transaction will generate significant synergy
benefits. If the majority of the quantified synergies are realised the Proposed Transaction will be
value accretive.
EROAD and Coretex are New Zealand IT companies with complementary technologies and
development teams. EROAD’s management believe that the combined entity which joins the
respective strengths of both businesses will allow faster development of products and accelerated
customer growth in North America and Australia. This combination is expected to generate synergy
benefits. Increased revenue and cost synergies are likely to be offset by one off integration and
transition costs in the first two years following the acquisition. If the majority of the quantified
synergies are realised the Proposed Transaction will be value accretive.
1.2.5 Grant Samuel observes that the contingent consideration mitigates some of the risk associated
with the acquisition of Coretex.
The Proposed Transaction includes deferred consideration payable to the vendors of Coretex of
$30.6 million. The deferred consideration comprises $14.5 million payable in cash and 2,683,000
new EROAD shares ($16.1 million). The contingent consideration is payable at the end of the 12
months following completion of the Proposed Transaction if several criteria are met. The deferred
consideration is intended to mitigate risk associated with customer retention and platform
suitability. It may also provide some incentive for those Coretex shareholders who are employed in
the business to remain involved post completion.
1.2.6 The Proposed Transaction will result in EROAD utilising a portion of its existing cash reserves to
partially fund the cash cost of the acquisition and it is forecast to utilise existing bank facilities to
fund the working capital and capital expenditure requirements over the next two years.
EROAD had a net cash position of $22 million on 31 March 2021, which comprised banking facilities
with a limit of $64 million drawn down to $35 million and cash at bank of $57 million. To partially
fund the cash cost of the Proposed Transaction (including $4.5 million of transaction costs) EROAD
plans to raise $80.5 million of new equity by placing shares to institutional investors and a Share
Purchase Plan (SPP) to retail investors.
EROAD’s management are projecting net debt to a peak of ~$50 million in 18 to 24 months, which
largely reflects the investment in revenue growth that is predicated on ongoing investment in
research and development and hardware purchases for client installations. The forecast capital
requirements can be serviced by EROAD’s existing banking facilities which mature on 31 March 2023.
1.2.7 The Proposed Transaction will have only a small dilutionary impact on shareholders who
participate in the SPP and there will be no change in control of EROAD.
EROAD shares are being issued to Coretex shareholders at a small discount to the last price at which
EROAD’s shares traded on 9 July 2021 and a premium of 6% or more to the volume weighted average
price at which EROAD shares have traded over a period of three months or longer.
The price of the share placement is $5.58 a 9.5% discount to the 5 day VWAP of EROAD shares traded
on the NZX during the five days up to 13 July 2021.
The SPP pricing will be based on the lower of the price paid by investors in the placement and the 5
day VWAP of EROAD shares traded on the NZX during the five days up to, and include, the closing
date of the SPP on Tuesday 3 August 2021.
The Proposed Transaction and Capital Raising will have a minimal dilutive impact on the share price
all other things being equal.
4
The Proposed Transaction and Capital raising will only result in the Coretex shareholders owning
approximately 11.9% of all EROAD shares on issue at settlement (excluding the payment of
contingent consideration).
The capital raising has been structured to enable the majority of EROAD’s retail shareholders to
maintain their pro-rata position via the SPP before the dilutionary impact of the Proposed
Transaction. The level of dilution of the capital raising will therefore be impacted by the extent that
each investor participates in the capital raising. Steve Newman, EROAD’s CEO and largest
shareholder intends to participate in the placement.
The number of shares being offered in the share placement to Coretex shareholders is not sufficient
to result in a material change in control of EROAD.
1.2.8 The potential impact on EROAD’s share price is difficult to assess because of recent share price
volatility and the highly subjective nature of any assessment of the strategic benefits arising from
the Proposed Transaction.
It is conceivable given the strategic rationale for the Proposed Transaction that EROAD may become
a more attractive acquisition target post transaction for a larger competitor or a new entrant looking
to disrupt the Telematics industry. Additional scale and diversification of revenue streams combined
with ownership of next generation technology will also encourage investors to reassess growth
potential and the associated risks, which may lead to a re-rating of EROAD shares.
It is likely investors will not know if EROAD has been successful in realising the strategic benefits
arising from the Proposed Transaction for quite some time. In the interim, the company is
forecasting to report material integration costs.
EROAD shares issued to Coretex shareholders will be held in escrow for up to 18 months. This is
intended to prevent Coretex shareholders from selling shares immediately after the Proposed
Transaction is settled. The release the shares in tranches from escrow over time also staggers the
increase in the free float of EROAD shares.
1.2.9 The opportunity to realise significant strategic benefits by undertaking a large acquisition naturally
comes with commensurate risk that should not be ignored.
The timing of the Proposed Transaction is directly linked to a window of opportunity for EROAD to
leverage Coretex technology to accelerate its own product development. It is also timely from a
Coretex perspective as existing EROAD sales capability will allow this historically engineering focused
business to pivot more quickly into a sales orientated organisation. However, the merger is being
undertaken during an ongoing global pandemic and there are headwinds facing participants in the
IT industry globally that will present challenges for EROAD in terms of scaling up hardware
production and product sales.
The timing of and extent to which EROAD realises the strategic benefits arising from the Proposed
Transaction is uncertain. If the strategic benefits are realised EROAD’s existing shareholders will
receive a greater proportion of the upside. However, if the strategic benefits are not realised
EROAD’s shareholders assume a larger proportion of the downside risk because approximately 50%
of the purchase price for Coretex is payable in cash.
1.2.10 There are several conditions precedent that could mean EROAD does not proceed with the
Proposed Transaction, even if it is approved by its shareholders.
The Proposed Transaction is subject to conditions that are outside the control of EROAD
shareholders. These include the receipt of Commerce Commission and OIO approvals and no
material adverse change or prescribed breach event occurring. The sequencing of the conditions is
therefore of interest to EROAD shareholders. The vote by EROAD shareholders is likely to occur
5
before the receipt of Commerce Commission and OIO approval and the conditions relating to
prescribed breach events or material adverse changes will survive until completion. There is
therefore no certainty that the Proposed Transaction will proceed until such time as those
conditions have been satisfied.
The outcome of the shareholder vote on the Proposed Transaction is binary. If EROAD shareholders
vote in favour of the Proposed Transaction and the other conditions are satisfied, the Proposed
Transaction will be implemented. If EROAD shareholders do not pass the resolutions required to
effect the Proposed Transaction, the Proposed Transaction would not proceed. EROAD would
continue to be a growth company listed on the NZX and ASX, and no shares in the company would
be allocated to Coretex.
1.3 Other Matters
This is a summary of Grant Samuel’s opinion. The full report from which this summary has been extracted is
attached and should be read in conjunction with this summary. A detailed assessment of the Proposed
Transaction and Capital Raising is outlined in section 7 of this report. Grant Samuel’s opinion is to be
considered as a whole. Selecting portions of the analyses or factors considered by it, without considering all
the factors and analyses together, could create a misleading view of the process underlying the opinion. The
preparation of an opinion is a complex process and is not necessarily susceptible to partial analysis or
summary.
GRANT SAMUEL & ASSOCIATES LIMITED
July 2021
6
2 Overview of the Proposed Transaction
2.1 Transaction Terms
EROAD Limited (EROAD) was established in 2000 and provides telematics solutions to fleet managers in New
Zealand, North America and Australia. It has grown significantly since that time and is now New Zealand’s
largest telematics solutions provider, with over 6,600 customers. It offers electronic on-board units and
software as a service to the transport industry. EROAD listed on the New Zealand Stock Exchange (NZX) in
2014 and has a market capitalisation of approximately $500 million.
Coretex Limited (Coretex) was formed in 2015 through the merger of International Telematics Holdings
Limited and Imarda Pty Limited. Coretex provides mobile resource management solutions to organisations
in the ready mix, waste and recycling, vehicle leasing, refrigerated transport and general haulage verticals.
It has operations in New Zealand, North America and Australia.
On 14 July 2021 EROAD announced that a wholly owned subsidiary of EROAD, had entered a binding sale and
purchase agreement of shares to acquire 100% of the shares in Coretex (the Proposed Transaction). The
total purchase price is $188.25 million (assuming a normalised level of working capital in the business) (the
Consideration).
EROAD and Coretex have complementary technologies, development teams and platforms. The purpose of
acquiring Coretex is to combine the strengths of both entities in order to allow the faster development of
products and accelerated customer growth, especially in Australia and North America. Together, EROAD and
Coretex aim to compete with larger global telematics companies. EROAD will remain as a listed company on
the NZX and ASX.
The $188.25 million Consideration consists partly of the payment of cash and an issue of shares in EROAD to
the shareholders of Coretex (Coretex Vendors). The breakdown of the Consideration is set out below:
§ Cash: The cash part of the Consideration is $92.25 million. EROAD will fund this through using existing
cash and a $64.4 million fully underwritten conditional placement to institutions and a $16.1 million
share purchase plan (SPP) to retail investors (the Capital Raising).
§ Shares: The share component of the Consideration is $96 million which will be satisfied through the
issuance of 16 million shares in EROAD at a price of $6.00 to Coretex vendors.
The payment of the above is subject to certain criteria, the key aspects of which are set out below:
§ Completion Consideration: The Consideration consists of a payment on completion of approximately
$77.75 million in cash and the issue of 13.3 million shares in EROAD at $6.00 per share (being $79.9
million). The total consideration to be paid on completion will be $157.65 million.
§ Contingent Consideration: The Consideration consists of a deferred component of $14.5 million in cash
and 2,683,000 shares in EROAD at $6.00 per share (being $16.1 million), which is payable at the end of
the 12 months following completion of the Transaction, provided several criteria are met (Contingent
Consideration). The total Contingent Consideration is $30.6 million. The criteria for the Coretex
Vendors to receive the Contingent Consideration includes:
o Customer Retention: $6.5 million in cash and 1,283,000 shares are contingent on the combined
entity at the end of the 12 month period following completion of the Transaction retaining 60% of
Coretex’s customers representing recurring revenue in Australia and North America.
1
o Platform Suitability: $8 million in cash and 1.4 million shares are contingent on an additional 5,000
CoreHub units being used by customers within 12 months of completion of the Transaction.
CoreHub units are described in section 5.2 below. Production testing for CoreHub units and
customer satisfaction requirements from Coretex offerings must also be met.
_________________________________________________________________________________________________________________________________________________________
1
This recurring revenue based on the preceding 12 months revenue as at the date of completion.
7
Failure to meet certain requirements will mean the Contingent Consideration will not be payable by
EROAD or will only be partially payable to the Coretex Vendors.
§ Escrow: In relation to the 13.3 million EROAD shares that will be issued on completion to the Coretex
Vendors there will be restrictions on selling and transferring the shares as set out in the escrow
agreement. The key terms of the escrow agreement are as follows:
o 40% of issued shares will be held in escrow for 6 months following completion, 20% will be held in
escrow for 12 months from completion and the remaining shares issued on completion will be held
in escrow until 18 months after completion. However, shares can be sold or transferred within
these periods if at least five business days’ written notice is given to EROAD and prior written
approval to sell or transfer shares is obtained from EROAD.
o Additional exceptions to the escrow restrictions include transferring shares to affiliated persons
and parties to the escrow agreement and transferring interests in shares between shareholders.
In addition, if a full or partial takeover offer is made under the Takeovers Code or similar scheme
of arrangement then the restrictions on selling or transferring shares will not apply.
2.2 Shareholder Approval
The Proposed Transaction requires the shareholder approval of EROAD shareholders. There will be three
resolutions to be voted on and all three resolutions must be passed in order for any of them to be effective:
§ Resolution 1 – Acquisition of Coretex (Ordinary Resolution). To ratify, confirm and approve for all
purposes the acquisition by a wholly owned subsidiary of EROAD of 100% of the shares in Coretex under
an agreement for sale and purchase of shares dated 14 July 2021, and to authorise the directors of
EROAD to take all actions, do all things and execute all documents and agreements necessary or
considered by them to be necessary or expedient to give effect to the Transaction.
§ Resolution 2 – Issue of shares to Coretex Vendors (Ordinary Resolution). To approve, for the purposes
of NZX Listing Rule 4.1.1, the issue of 16 million fully paid ordinary shares in EROAD to the Coretex
Vendors under the Agreement, at an issue price of NZ$6.00 per share in partial satisfaction of the
purchase price payable under the Agreement (the Consideration Shares) on the date of the settlement
of the Transaction, and to authorise the directors of EROAD to take all actions, do all things and execute
all documents and agreements necessary or considered by them to be necessary or expedient to issue
the Consideration Shares, such Consideration Shares, when issued, to rank equally with all existing
ordinary shares of EROAD.
§ Resolution 3 – Issue of Capital Raising Shares to investors (Ordinary Resolution). To approve, for the
purposes of Rule 4.1.1 of the NZX Listing Rules, the issue of 14.4 million fully paid ordinary shares in
EROAD to subscribers in the capital raising being undertaken in connection with the Transaction (the
Capital Raising Shares), at an issue price of NZ$5.58 per share, and to authorise the directors of EROAD
to take all actions, do all things and execute all documents and agreements necessary or considered by
them to be necessary or expedient to issue the Capital Raising Shares, such Capital Raising Shares, when
issued, to rank equally with all existing ordinary shares of EROAD.
The Transaction does not amount to a Major Transaction for the purposes of section 129 of the Companies
Act 1993 and therefore shareholder approval by way of special resolution is not required.
The Shareholder Meeting to consider the Proposed Transaction is to be held 30 July 2021.
8
3 Scope of the Report
3.1 Purpose of the Report
The Directors of EROAD have engaged Grant Samuel & Associates Limited (Grant Samuel) to prepare an
Independent Report on the merits of the Proposed Transaction. A copy of this report will accompany the
Notice of Meeting to be provided to EROAD’s shareholders, and this report is for the benefit of the
shareholders. The report should not be used for any purpose other than as an expression of Grant Samuel’s
opinion of the Proposed Transaction. This report should be read in conjunction with the Qualifications,
Declarations and Consents outlined at Appendix A.
3.2 Basis of Evaluation
The term “merits” has no definition either in the Takeovers Code itself or in any statute dealing with securities
or commercial law in New Zealand. While the Takeovers Code does not prescribe a meaning of the term
“merit” the Panel has interpreted the word “merits” includes both positives and negatives in respect of a
transaction.
Grant Samuel has evaluated the Proposed Transaction by:
§ gaining an understanding of management’s strategic rationale for the Proposed Transaction;
§ assessing the financial projections and potential financial benefits arising from the Proposed
Transaction;
§ comparing the implied value parameters for the acquisition of Coretex with market evidence;
§ reviewing the other terms of the Proposed Transaction;
§ considering the potential impact on EROAD’s share price;
§ assessing the disadvantages and risks associated with the Proposed Transaction; and
§ considering other factors that shareholders may need to understand the implications of, including the
timing and circumstances surrounding the Proposed Transaction.
This report has been prepared without taking into account the objectives, financial situation or needs of
individual EROAD shareholders. Accordingly, before acting in relation to their investment, shareholders
should consider the appropriateness of the advice having regard to their own objectives, financial situation
or needs. Shareholders should read the Notice of Meeting issued by EROAD in relation to the transition to
the Proposed Transaction.
Voting for or against the Proposed Transaction is a matter for individual shareholders based on their views
as to value and business strategy, their expectations about future economic and market conditions and their
particular circumstances including risk profile, liquidity preference, investment strategy, portfolio structure
and tax position. Shareholders who are in doubt as to the action they should take in relation to the Proposed
Transaction should consult their own professional adviser.
Similarly, it is a matter for individual shareholders as to whether to buy, hold or sell securities in EROAD.
These are investment decisions upon which Grant Samuel does not offer an opinion and are independent of
a decision on whether to vote for or against the Proposed Transaction. Shareholders should consult their
own professional adviser in this regard.
9
4 Profile of EROAD
4.1 Introduction
Founded in New Zealand in 2000, EROAD has grown to become the largest provider of telematics
2
services
to New Zealand’s heavy vehicle sector with a growing presence in the United States and Australia.
EROAD designs and manufactures in-vehicle hardware, operates secure payment and merchant gateways
and offers web-based value-added services.
In 2009, EROAD implemented the world’s first network-wide GPS/cellular-based road user charging (RUC)
system, which revolutionised the paper-based RUC framework in New Zealand. Due to the implementation
of EROAD’s technologies more than 80% of heavy transport RUC is collected electronically in New Zealand
and this technology has been launched in the United States. Since the launch of its RUC system in 2009
EROAD has continually innovated and developed new services focused on replacing paper-based systems
with easy-to-use electronic systems. These systems:
§
manage vehicle fleets;
§
support regulatory compliance (e.g. health and safety and tax);
§
improve driver safety; and
§
reduce costs of operating a fleet of vehicles and assets.
EROAD is listed on the NZX and on the ASX. The company is headquartered in Auckland, New Zealand and it
also has an office in Portland, Oregon, United States.
4.2 Platform Overview
Regulatory telematics requires industry leading service reliability and accuracy. EROAD has built its
technology platform to meet strict technical and security requirements as well as to protect customer data.
System performance and redundancy is a key focus, and EROAD achieves an industry-leading 99.99% service
uptime. EROAD’s systems integrate with government agencies to enable EROAD to electronically retrieve
records and to complete transactions on behalf of its customers. Due to this level of integration its systems
undergo regular audits by regulatory bodies in the markets it operates in. The platform also has a bank-grade
payment gateway to manage and pay road user charges.
SIMPLIFIED DIAGRAM OF EROAD PLATFORM
A core element of EROAD’s system is its electronic distance recorder, the Ehubo, which sits within the vehicle
and records, stores and continuously transmits encrypted data via the cellular network. The regulatory
approved Ehubo captures distance, location, route and a variety of additional operational data from the
vehicle.
_________________________________________________________________________________________________________________________________________________________
2
Telematics encompasses telecommunications, vehicular technologies (e.g. road transport and road safety), electrical engineering (e.g.
sensors, instrumentation and wireless communications) and computer science (multimedia and Internet, etc.).
10
The Ehubo measures distance travelled with a high degree of accuracy, using a combination of internal and
external sensors including vehicle data, GPS and micro-electrical-mechanical systems. Other in vehicle
hardware includes large and small asset trackers and cameras.
In vehicle hardware often includes the following SaaS services:
§
Logbook which reduces the administrative burden of managing driver compliance. Logbook simplifies
record keeping and provides investigative tools to examine the driver's workday.
§
Inspect which allows drivers to carry out before and after trip vehicle inspections and record any defects
to be fixed or maintenance to be completed.
Vehicle information is processed by EROAD’s application server and made available to users via a secure
website, called MyEROAD. The MyEROAD platform is used by dispatch operators, fleet managers, safety
officers and operations employees. It provides fleet operators with the following tools and services:
§
Regulatory compliance - Software varies across jurisdictions to meet the requirements of different
regulatory jurisdictions.
§
Driver management and road safety - MyEROAD monitors driver fatigue and behaviour.
§
Fleet management - MyEROAD offers mapping functions, tracking and utilisation analytics.
4.3 Capabilities and Expertise
EROAD’s core capabilities and expertise is in regulatory and compliance which includes:
§
RUC - EROAD’s RUC solution can be applied to any road network to support distance, mass, time,
location, emission based and interoperable vehicle charging. EROAD is the largest electronic RUC agent
in New Zealand, achieving an annualised RUC collection rate of approximately NZ$0.75 billion. The
business relies on voluntary adoption by commercial carriers and the deployment was undertaken at
no cost to the New Zealand Government. In 2014, EROAD implemented the first American electronic
RUC system in the State of Oregon. It is currently the only RUC technology provider approved within
the State of Oregon. EROAD has also implemented pilots of its RUC solution in California and Sweden.
§
Fuel Tax - EROAD’s solution around fuel and fuel taxes delivers significant savings to clients and reduces
the administrative burden for all parties through automation.
§
Electronic Logging Devices / Hours of service - EROAD’s fatigue management solution has been
designed to be flexible and capable of supporting different jurisdictional driver hours of service rule sets
and technical requirements.
§
Health and Safety - EROAD’s solution enhances driving behaviour, encourages safer journeys and
vehicles by using technology to support and supervise drivers remotely.
EROAD has also developed strong data insight capabilities. EROAD collaborates with transportation planners
and research partners to develop new tools to improve the evaluation of transportation projects, economic
forecasting, business planning, risk and insurance analysis, logistics and sector benchmarking.
EROAD has a range of products and services which are packaged and sold as solutions and charged on a
monthly subscription basis. The plans include both the in-vehicle hardware and use of MyEROAD. A key
component of EROAD’s growth story is expanding products and services into existing customer accounts.
This enables EROAD to grow contracted units and average revenue per unit (ARPU).
11
4.4 Regional Overview
EROAD markets and sells its products in New Zealand, North America and Australia. In FY20 and FY21 New
Zealand represented approximately 67% of total revenue with the balance largely being generated in North
America. A graph showing regional revenue and contracted unit growth is shown below:
REGIONAL REVENUE GROWTH ($M)
REGIONAL CONTRACTED UNITS GROWTH (000)
§
Revenue growth slowed in FY21 due to the impact of Covid-19 and longer sales lead times.
§
Despite Covid-19, EROAD achieved relatively strong growth in New Zealand in FY21, albeit slightly lower
than prior years due to economic uncertainty.
§
Growth in North America was challenging in FY21 due to the impacts of Covid-19 lockdowns, wildfires
and political uncertainty.
44.2
54.7
61.2
0.6
0.7
1.1
15.7
25.8
29.3
61.4
81.2
91.6
0
10
20
30
40
50
60
70
80
90
100
FY19FY20FY21
Revenue ($m)
New ZealandAustraliaNorth America
14.3
24.0
32.5
41.9
59.8
71.4
82.5
90.8
2.0
4.5
6.1
17.8
24.7
34.0
35.4
0
20
40
60
80
100
120
140
FY14FY15FY16FY17FY18FY19FY20FY21
Contracted Units (000)
Australia and New ZealandNorth America
22% Average Annual Growth since FY19
15.5% Average Annual Growth since FY14
12
4.5 New Zealand
EROAD has a broad customer base of both heavy and light vehicle fleets across many industries in New
Zealand. New Zealand’s key financial metrics over the last three financial years are summarised below:
EROAD NEW ZEALAND KEY FINANCIAL METRICS
Source: EROAD Annual Reports and Grant Samuel analysis
§
In New Zealand EROAD has a very low annual churn of approximately 4% which generates strong
recurring revenues and a high lifetime value (LTV) per customer.
§
In New Zealand, EROAD grew by approximately 7,500 contracted units in FY21. This was due to growth
with existing customers and new customer acquisitions in construction and civil engineering, freight
and road transport, services and trades industries. During Q3 FY21, EROAD signed an agreement with
Toll New Zealand to supply almost 1,000 units and EROAD SaaS products, across their heavy vehicle,
light vehicle and trailer fleet.
§
EROAD’s management expects to add approximately 9,000 contracted units in FY22. EROAD’s
management believe that there are still significant growth opportunities with health and safety
compliance, Elective Vehicle adoption, ESG reporting, insight and prediction being the main driver of
future sales.
§
As at 31 March 2021 approximately 45% of the customer base were enterprise customers (i.e. a fleet
size of over 150).
4.6 North America
EROAD entered the North American market in FY15 and over the last six years it has established a market
presence in the heavy transport telematics segment across targeted industries and regions. North America’s
key financial metrics over the last three financial years are summarised below:
EROAD NORTH AMERICA KEY FINANCIAL METRICS
Source: EROAD Annual Reports and Grant Samuel analysis
§
In FY21 EROAD’s North America annual revenue growth and churn was largely impacted by Covid-19.
However, management expect churn to stabilise to historical levels in FY22 and beyond. North
America’s low EBITDA margin %, compared with New Zealand, is impacted by its scale. If revenue
YEAR END 31 MARCH 2019 2020 2021
Revenue ($m) 44.2 53.4 59.8
EBITDA (exc corporate services) ($m) 27.9 34.9 38.8
Revenue growth (%) 27.0% 23.8% 11.9%
EBITDA margin (%) 63.1% 63.8% 63.4%
Contracted Units 70,110 80,366 87,892
Asset Retention Rate (%) na 96.1% 95.8%
SaaS Monthly ARPU ($) $53.74 $55.78 $56.18
YEAR END 31 MARCH
2019 2020 2021
Revenue ($m) 15.7 25.8 30.6
EBITDA (exc corporate services) ($m) 0.4 7.5 10.0
Revenue growth (%) 98.7% 64.3% 13.6%
EBITDA margin (%) 2.5% 29.1% 34.1%
Contracted Units 24,660 34,002 35,437
Asset Retention Rate (%) na 95.2% 92.8%
SaaS Monthly ARPU ($) $60.08 $65.73 $65.03
13
growth is achieved, it is likely that North America’s EBITDA margin % will improve materially as it has in
New Zealand due to the scalability of the EROAD platform.
§
In FY21 EROAD benefited from the forgiveness of a US Government Covid-19 support loan in North
America of $1.6 million. The loan forgiveness was partially offset by a one-off adjustment for
superannuation costs ($1.1 million) and an increased doubtful debt provision ($0.4 million).
§
The growth outlook for FY22 is more positive as the US economy has been stimulated by the increase
in government support and workers are returning to their workplaces across the region. Reflecting this,
EROAD currently has two enterprise customer prospects in pilot for its Ehubo delivered services (approx.
1,500 units) as well as a solid mix of mid-market pilots either launched or beginning soon.
§
In March 2021 EROAD was awarded the number one Electronic Logging Device (ELD) in North America
by FreightWaves Ratings which is an independent body.
§
EROAD are forecasting strong growth over the next 18-24 months in North America. Following the
Federal 2017-19 ELD mandate almost 100% of interstate vehicles over 10,000 pounds have adopted
telematics. It is expected many of EROAD’s North American SME customers will upgrade to more than
an ELD only solution when contracts are renewed which includes the adoption of cameras for insurance
exoneration. In addition to this EROAD expects a significant number of its customers to upgrade
following the AT&T & 3G network shutdown which is to occur in February 2022.
§
As at 31 March 2021 approximately 30% of the North American customer base were enterprise (i.e.
businesses with a fleet size of over 500).
4.7 Australia
EROAD entered the Australian market in 2018 and it is slowly growing as the company builds its brand and
leverages Trans-Tasman opportunities on the back of regulatory reforms. Australia’s key financial metrics
over the last three financial years are summarised below:
EROAD AUSTRALIA KEY FINANCIAL METRICS
Source: EROAD Annual Reports and Grant Samuel analysis
§
In the later stages of FY21 EROAD secured a five year contract with its largest Trans-Tasman customer,
Ventia (2,500 units in Australia and 1,500 units in New Zealand) which will be deployed throughout FY22.
This contract alone almost doubles the size of EROAD’s Australian revenue. EROAD also has 300 New
Zealand customers that also have Trans-Tasman Fleets for EROAD to target.
§
Australia remains a large growth opportunity for EROAD due to the country’s continued focus on health
and safety. Video telematics is seen as an important added service to improve health and safety
outcomes and EROAD management expects that further significant regulatory change over the next five
years will drive further growth.
§
As at 31 March 2021 approximately 32% of the customer base were enterprise (i.e. businesses with a
fleet size of over 150).
YEAR END 31 MARCH 2019 2020 2021
Revenue ($m) 0.6 0.7 1.4
Revenue growth (%) 50.8% 16.7% 57.1%
Contracted Units 1,336 2,120 2,874
SaaS Monthly ARPU ($) na $37.28 $35.50
14
4.8 EROAD Financial Performance
The historical financial performance of EROAD for the years ended 31 March 2019 to 2021 (FY19-FY21) is
summarised below:
EROAD FINANCIAL PERFORMANCE (NZ$ MILLIONS)
Source: EROAD Annual Reports and Grant Samuel analysis
EROAD KEY FINANCIAL METRICS
Source: EROAD Annual Reports and Grant Samuel analysis
§
Annualised monthly recurring revenue in FY21 reflects growth in new units, which was partly offset by
unfavourable foreign exchange movements which reduced annualised monthly recurring revenue by
$4.5 million. ARPU was also impacted by a strong US$. If the NZD/USD foreign exchange rate was
consistent across FY21 and FY20, ARPU would have increased to $58.95 due to plan and hardware
upgrades.
§
EROAD often has multi-year contracts with its customers. As at 31 March 2021 EROAD has $142 million
of future contracted income.
YEAR END 31 MARCH 2019 2020 2021
SaaS 57.4 76.3 85.0
Transaction fees 2.4 2.4 2.6
Grant income 0.9 0.9 2.6
Other 0.7 1.6 1.4
Total Revenue 61.4 81.2 91.6
Personnel expenses (21.2) (26.3) (29.7)
SaaS platform costs (6.7) (8.6) (9.8)
Administrative and other operating expenses (17.9) (19.2) (21.4)
Total operating expenses (45.8) (54.1) (60.9)
EBITDA 15.6 27.1 30.7
Depreciation of property, plant and equipment (6.6) (8.6) (9.6)
Amortisation of intangible assets (6.5) (7.5) (9.9)
Amortisation of contract and customer acquisition assets (4.8) (6.5) (6.8)
EBIT (2.3) 4.5 4.4
Net financing costs (2.8) (3.1) (2.5)
Income tax 0.2 (0.4) 0.1
Net profit (4.9) 1.0 2.0
YEAR END 31 MARCH 2019 2020 2021
Revenue growth 40.2% 32.2% 12.8%
EBITDA margin % 25.4% 33.4% 33.5%
EBIT margin % (3.7%) 5.5% 4.8%
Annualised Monthly Recurring Revenue ($m) 66.5 84.0 88.4
Future contracted income ($m) 117.4 134.4 141.9
R&D as a % of Revenue (%) 22.0% 19.0% 23.0%
ARPU ($) $55.08 $58.38 $58.30
Asset retention rate (%) 94.4% 95.2% 94.9%
Cost to acquire customers as a % of revenue (%) 22% 20% 13%
Contracted units 96,390 116,488 126,203
15
§
As a percentage of revenue the cost to acquire customers (CAC) have trended downwards due to low
customer churn. EROAD anticipates that CAC reductions may be partially offset by investment in
Australian customer acquisition growth in the next two years.
§
As a percentage of revenue research and development (R&D) increased in FY21 as EROAD invested in
the platform to be able to capitalise on the growth opportunities and growth that may become available
as markets recover from the impact of Covid-19. In FY21 a total of $21.3 million was invested in R&D,
of which $13.1 million was capitalised.
§
EROAD acts as an agent for transport authorities in the market that it operates in. Where fees are
collected on their behalf, EROAD charges a commission. The revenue recognised is the net amount of
the commission fee earned.
§
In FY21, EROAD received $2.6 million in grants which included $1.6 million from the US Government.
§
EROAD capitalises incremental costs of fulfilling customer contracts (e.g. installation costs). EROAD also
capitalises costs that it incurs when signing contracts with customers (e.g. sales commissions).
Fulfilment and contract acquisition costs are amortised evenly over the period of the contract. The
majority of contracts are for three years and can be for a term of up to five years.
§
Despite revenue growing by $10.4 million in FY21, EBIT remained relatively flat due to an increase in
operating expenses of $6.8 million and a $3.7 million increase in depreciation and amortisation. The
increase in depreciation and amortisation reflects the growing customer base (and related assets), the
increase in R&D and significant investment in new generation business systems during FY20.
§
Platform costs include the purchase of customer equipment from contract manufacturers, original
equipment manufacturers (that are sometimes modified) and third party vendors. EROAD also
purchases raw materials and parts for use in a refurbishment of units line in Auckland. Contract
manufacturing is primarily from a company called IMI based in the Philippines and EROAD have points
of distribution out of Auckland, Portland and Brisbane.
16
4.9 Financial Position
The financial position of EROAD as at 31 March 2019, 2020 and 2021 is summarised below:
EROAD - FINANCIAL POSITION (NZ$ MILLIONS)
AS AT 31 MARCH 2019 2020 2021
Trade and other receivables 10.5 10.7 8.2
Restricted bank accounts 12.7 14.0 10.5
Contract and customer acquisition assets 4.6 5.9 5.5
Total Current Assets 27.8 30.6 24.2
Property, plant and equipment 27.9 32.3 30.6
Intangible assets 33.1 42.1 45.3
Contract and customer acquisition assets 4.8 4.8 3.4
Deferred tax assets 7.5 7.5 7.3
Total Non-Current Assets 73.3 86.7 86.6
Trade payables and accruals (6.1) (8.2) (7.8)
Payables to transport agencies (12.5) (13.9) (10.5)
Contract liabilities (5.8) (3.6) (3.9)
Employee entitlements (1.3) (1.8) (2.3)
Current liabilities (25.7) (27.5) (24.5)
Contract liabilities (4.2) (4.6) (2.7)
Right of use net liabilities (1.0) (1.2) (1.1)
Deferred tax liabilities (0.3) (0.3) -
Non current liabilities (5.5) (6.1) (3.8)
Cash and cash equivalents 16.1 3.4 57.1
Borrowings (34.7) (35.8) (35.0)
Net cash (18.6) (32.4) 22.1
Net assets 51.3 51.3 104.6
Source: EROAD Annual Reports and Grant Samuel analysis.
§
Restricted bank accounts relate to road users tax collected from clients due for payment to the relevant
government agency.
§
The right-of-use net lease liability relates to the adoption of NZ IFRS 16. Grant Samuel has adjusted the
balance sheet to remove the asset from property, plant and equipment and offset it against the right of
use liability.
§
Property, plant and equipment decreased in FY21 due to a combination of lower new unit volumes and
tight inventory management. The decrease in inventory also reflects a lift in the provision for
obsolescence in preparation for the network changes in North America in FY21.
§
The increase in intangible assets reflects the investment made in R&D in FY20 and FY21 on hardware
and software development.
§
Cash increased by $53.7m because of the share placement during September and positive free cash in
FY21. The decrease in other assets within the current assets category is because of the combination of
an increase in the doubtful debt provision by an additional $1.5 million in FY21 reflecting uncertainty
due to the current economic conditions and a provision of $1.0 million for inventory.
§
EROAD’s revenue is recognised over time as the customer receives the service. Where EROAD receives
a portion of the transaction price of a contract in advance, this is recognised as a contract liability and
released over the contract period as EROAD satisfies its performance obligations. As at 31 March 2021
EROAD has contract liabilities of $5.9 million.
17
§
Contract fulfilment and customer acquisition assets decreased by $1.8 million due to subdued growth
during the 12 months because of Covid-19 lockdowns.
4.10 Cash Flow
EROAD’s cash flow from FY19 to FY21 is summarised below:
EROAD CASH FLOW (NZ$ MILLIONS)
YEAR END 31 MARCH 2019 2020 2021
EBITDA 15.6 27.1 30.7
Interest paid (2.8) (3.1) (2.5)
Movement in working capital 2.0 0.6 1.0
Other (0.6) (1.5) (1.1)
Net cash from operating activities 14.2 23.1 28.1
Payments for investment in property, plant & equipment (10.9) (11.6) (4.7)
Payments for investment in intangible assets (9.7) (16.5) (13.1)
Payments for investment in contract fulfilment assets (3.5) (4.4) (3.5)
Payments for investment in customer acquisition assets (3.2) (3.4) (1.5)
Net cash outflow from investing activities (27.3) (35.9) (22.8)
Payment of lease liability (0.9) (1.1) (1.6)
Net cash flow before capital raising and repayments (14.0) (13.9) 3.7
Net movement in borrowings 8.2 1.2 (0.8)
Net proceeds from equity raise - - 50.8
Net cash flow (5.8) (12.7) 53.7
Source: EROAD Annual Reports and Grant Samuel Analysis
§
In FY21 EROAD’s net cash flow before capital raising and repayments was positive for the first time due
to EBITDA growth and a $13.1 million reduction in capital expenditure.
§
In FY21 EROAD raised $42 million of equity via a share placement and a further $11 million was raised
via a share purchase plan.
18
4.11 Capital Structure and Ownership
EROAD has 81,896,340 shares on issue. As at 18 June 2021 EROAD had 3,724 registered shareholders. The
top five shareholders hold 40.0% of the shares in EROAD. The Current EROAD share register is weighted
toward institutional ownership. The following are EROAD’s largest shareholders:
EROAD - SHAREHOLDERS AS AT 18 JUNE 2021
NUMBER OF SHARES
(000S)
PERCENTAGE
Steven Newman 12,951 15.8%
Jarden Limited 6,009 7.3%
Australian Ethical Investments Limited 5,800 7.1%
First Sentier Investors Limited 5,128 6.3%
Allianz Global Investors Asia Pacific 2,856 3.5%
Top 5 shareholders 32,744 40.0%
Others 49,152 60.0%
Total 81,896 100.0%
EROAD Internal Reporting
EROAD also operates a long term incentive plan, where eligible senior employees are invited by the CEO,
with the approval of the Board, to purchase EROAD shares. EROAD grants the eligible senior employees a
loan to purchase the shares. Shares issued under the scheme are held in trust for the senior employees
during a three year restrictive period by a trustee company. If the employee ceases to be an employee during
the restrictive period, the trustee will repurchase the shares at the original issue price.
4.12 Share Price Performance
4.12.1 Liquidity
The following table shows the volume of EROAD shares traded in the 12 months prior to 9 July 2021.
EROAD - SHARE PRICE HISTORY TO 9 JULY 2021
TIME PERIOD LOW HIGH VWAP VOLUME (000S)
1 month $5.75 $6.35 $6.10 815
3 months $4.94 $6.35 $5.64 3,444
6 months $3.90 $6.35 $5.14 6,222
12 months $3.15 $6.35 $4.45 15,980
NZX Company Research
19
4.12.2 Share Price Performance
The share price and trading volume history of EROAD shares since listing on 15 August 2014 to 9 July 2021 is
depicted below:
EROAD SHARE PRICE PERFORMANCE SINCE LISTING
EROAD’s share price ranged between $1.53 (on 5 October 2016) to $6.35 (on 2 July 2021) since listing.
EROAD’s share price against the NZX50 Capital Index since listing is shown in the graph below:
EROAD SHARE PRICE PERFORMANCE VERSUS NZX50 CAPITAL INDEX
0.0
0.5
1.0
1.5
2.0
2.5
$0.00
$1.00
$2.00
$3.00
$4.00
$5.00
$6.00
$7.00
Aug-14
Nov-14
Feb-15
May-15
Aug-15
Nov-15
Feb-16
May-16
Aug-16
Nov-16
Feb-17
May-17
Aug-17
Nov-17
Feb-18
May-18
Aug-18
Nov-18
Feb-19
May-19
Aug-19
Nov-19
Feb-20
May-20
Aug-20
Nov-20
Feb-21
May-21
Volume (millions)Share price ($)
EROAD - Volume (RHS)EROAD - Share Price (LHS)
-120%
-100%
-80%
-60%
-40%
-20%
0%
20%
40%
60%
80%
100%
Aug-14
Nov-14
Feb-15
May-15
Aug-15
Nov-15
Feb-16
May-16
Aug-16
Nov-16
Feb-17
May-17
Aug-17
Nov-17
Feb-18
May-18
Aug-18
Nov-18
Feb-19
May-19
Aug-19
Nov-19
Feb-20
May-20
Aug-20
Nov-20
Feb-21
May-21
EROADNZX50 Capital Index
1
2
3
4
5
6
7
8
1
2
5 4
3
6
8
7
20
The following reference points are referred to numerically in the charts above and relate to recent events
in EROAD’s history:
1) On 25 March 2020 the New Zealand Government announced a state of national emergency as a result
of the Covid-19 pandemic.
2) On 19 June 2020 EROAD reported earnings results for the full year ended 31 March 2020. EROAD
reported profit before tax of $1.4 million, up from a loss of $5.1 million in the prior year.
3) On 21 August 2020 EROAD announced it had lodged an application with the Australian Stock Exchange
(ASX) to list as a foreign exempt listing. On 25 August 2020 EROAD confirmed its participation in the
2020-2021 MBUF truck pilot which was being conducted by the Eastern Transportation Coalition in North
America.
4) On 16 September 2020 EROAD was admitted onto the ASX as a foreign exempt listing.
5) On 26 November 2020 EROAD released its financial results for the first half of the 2021 financial year.
This included a period on period increase in revenue of 19% from H1 FY20 and an increase in EBITDA of
29% from H1 FY20. H2 FY21 guidance was for a small increase in revenue, with FY22 guidance being that
the percentage of revenue growth would strengthen but not the level experienced in FY20.
6) On 29 January 2021 EROAD released its quarterly update for the three months ended 31 December 2020.
EROAD also reaffirmed its H2 FY21 and FY22 guidance provided on 26 November 2020.
7) On 9 April 2021 EROAD announced it had signed up its largest Australian enterprise customer, Ventia.
8) On 28 May 2021 EROAD reported earnings results for the full year ended 31 March 2021. Revenue grew
to $91.6m, up 13% from FY20 and EBITDA grew by 13% to $30.7m.
21
5 Profile of Coretex
5.1 Introduction
Coretex was formed in October 2015, as a result of the merger of two New Zealand based companies:
International Telematics Limited and Imarda Pty Limited. The merged companies have a combined history
of over 35 years in telematics.
Coretex has approximately 750 customers and it is focused on creating customer value within industry
verticals. Over the last five years Coretex has focused on less than load (LTL) transportation in the
construction, mixed fleet and waste and recycling industries. The size of Coretex’s customers have also
grown in fleet size and now the majority of new customers are enterprise customers.
Coretex’s head office is located in Auckland, New Zealand and it has offices in New Jersey, San Diego and
Sydney.
5.2 Platform Overview
The Coretex solution is a comprehensive end-to-end fleet management solution that provides visibility and
control of fleet assets, sensors, engine management alerts, exception-based reports, workflow management
and driver communication.
The Coretex solution is comprised of the following components:
§
Corehub. The Corehub is the central hub of Coretex’s system. It transforms every vehicle into an
Internet of Things (IoT) hub with wireless sensor connection. Corehub connects directly with the vehicle
diagnostics port and also has an inbuilt 3-axis accelerometer to provide accurate accident insights.
Corehub operates has duel SIM cards capability which provides internet connection redundancy when
the vehicle is operating in low cell phone coverage areas. Corehub also includes data storage for more
than two months to reduce data loss when vehicles have no coverage.
§
Coretex Drive. Coretex Drive is an application that runs on an in-cab Android device display. Coretex
Drive provides features including real time job information, ELD, navigation and messaging and can also
integrate and provide custom applications.
§
Coretex 360. Coretex 360 is a cloud based management platform that is used by dispatch operators,
fleet managers, safety officers and operations workers. It provides fleet operators with an extensive
set of tools and services including detailed reporting, real time fleet tracking and health and safety
management.
§
CoreVision. CoreVision combines driver and vehicle data with high definition video to provide deeper
and more accurate records of events.
§
CoreTemp. CoreTemp is a SaaS solution that provides continuous product temperature monitoring to
enable product and brand assurance to a refrigerated supply chain. CoreTemp is used by one of
America’s largest quick service restaurant chains and it is considered by market research to be market
leading.
§
Connected Devices. Coretex has a suite of connected IoT devices which are used to create tailored
solutions for industry verticals. These include hydraulic temperature sensors, water meters, door
sensors and advanced temperature monitors.
Over the last three years Coretex’s platform has been redesigned to deliver a single platform that can deliver
Safety and Compliance, Video and Sensors for Trucks and Trailers for industry verticals (Reefer, Waste,
Construction, LTL). In the last 12 months new hardware such as Corehub has enhanced the functionality of
the platform. In FY20 Coretex installed over 10,000 units for one of the largest LTL trucking companies in
North America. The scale of this implementation was materially larger than the previous implementation of
22
2,500 units which has provided Coretex with market endorsement and the confidence that its Coretex 360
and Coretex Drive is capable of winning large enterprise contracts. The Corehub hardware was launched in
2020 and is slowly being rolled out to existing customers and is being used for new customer acquisitions.
SIMPLIFIED DIAGRAM OF CORETEX PLATFORM (LTL EXAMPLE)
Coretex is now at the end of a three year R&D roadmap. Coretex management believe that the upgrade of
its technology to a single platform, which has been designed to be best in class at Industrial IoT for Enterprise
fleets, has positioned the company for strong growth in the next three to five years.
5.3 Capabilities and Expertise
Coretex’s point of difference is its focus on high growth, high margin and highly defendable industry verticals.
By leveraging its platform and IoT devices Coretex creates tailored solutions with a focus on the following
verticals. Within the cold chain vertical Cortex is considered a market leader.
COLD CHAIN CONSTRUCTION WASTE LTL
§
CoreTemp
§
Alerting
§
Two-way Reefer
§
E-Tickets
§
Auto-Status
§
Real Time
§
High Deflection Polling GPS
§
Proof of delivery
§
Routing
§
Back office integration
§
Insights
§
Workflow
Coretex has also developed a range of compliance and regulatory solutions to meet the demands of its
customer base and to provide complementary service suite to its highly specialised industry solutions:
§
Preventative Maintenance & DVIR. Coretex provides paperless Driver Vehicle Inspection Reports
(DVIRs). The DVIR feature offers fully customisable pre- and post-trip checklists to ensure mechanics
are aware of the work that needs to be performed before the truck goes back out on the road.
§
Electronic Logging Device Compliance. Coretex’s ELD with integrated industry vertical rulesets
captures critical in-cab performance data, such as hours of service for new intrastate safety regulation
compliance, GPS location, engine idle times and ignition on and off time stamps.
§
RUC. Coretex eRUC replaces unreliable hubodometers and paper records with a single device and
maximises off-road claims with automatic second-by-second tracking, refund reporting and claim forms.
23
It displays licenses in an in-cab digital unit and gives clients the choice of manual or automated RUC
purchasing and management via an online portal.
§
Health and Safety. Coretex’s solution enhances driving behaviour, encourages safer journeys and
vehicles by using technology to support and supervise drivers remotely.
5.4 Regional Overview
Coretex markets and sells its products in New Zealand, North America and Australia. In North America
Coretex uses a blended sales model leveraging its own direct sales resource and a dealer network. The dealer
network represented approximately 36% of North America revenue in FY21.
In FY21 in North America represented approximately 71% of SaaS revenue with the balance largely being
generated in New Zealand and Australia. A graph showing regional SaaS revenue and contracted unit growth
is shown below:
REGIONAL SAAS REVENUE GROWTH ($M)
Source: Coretex Management Reports
REGIONAL UNITS GROWTH (000)
Source: Coretex Management Reports
4.6 4.6
4.2
5.4 5.2
4.7
11.4
17.3
22.0
21.3
27.1
30.8
0
5
10
15
20
25
30
35
40
FY19FY20FY21
SaaS Revenue ($m)
New ZealandAustraliaUS and Canada
19.7
19.5
17.9
16.6
28.2
30.9
45.7
47.7
0
10
20
30
40
50
60
70
FY18FY19FY20FY21
Units (000)
Australia and New ZealandUS an d Canada
20% Average Annual Growth since FY19
10% Average Annual Growth since FY19
24
Over the last four financial years Coretex has primarily been focused its sales and R&D resource on growing
in North America, which has resulted in declining revenue in Australia and New Zealand. In FY20 Coretex
completed the rollout of 15,000 new units in North America which delivered significant revenue growth.
Coretex has developed its technology to work in a wide range of geographies and believes it is well placed to
take advantage of:
§
proposed legislative changes around Electronic Log Books in Canada and Electronic Work Diaries In
Australia; and
§
sales opportunities that will arise when hardware upgrades are required to migrate from 3G mobile
networks to LTE/4G.
Coretex’s North American sales growth in FY21 was impacted by Covid-19 due to lockdowns, wildfires and
political uncertainty. Coretex sells its hardware upfront in conjunction with ongoing software subscriptions.
Due to market uncertainty caused by Covid-19, cash constrained customers generally preferred the hardware
rental model (which is in line with EROAD) which also impacted Coretex sales in FY21.
5.5 Coretex Financial Performance
The historical financial performance of Coretex for the years ended 31 March 2019 to 2021 (FY19-FY21) and
the forecast for the year ending 31 March 2022 (FY22) is summarised below:
CORETEX FINANCIAL PERFORMANCE (NZ$ MILLIONS)
Source: Coretex Management Reports and Grant Samuel analysis
CORETEX KEY FINANCIAL METRICS
§
Coretex sells its hardware upfront and charges a monthly subscription for services over a three to five
year period. Coretex intends to transition to a rental based model (like EROAD) over the next two to
three years. To enable comparison with EROAD, the following table adjusts revenue by removing the
YEAR END 31 MARCH 2019 2020 2021 2022
SaaS 21.3 27.1 30.8
35.2
Service revenue 2.7 3.1 1.3
1.9
Hardware sales 18.3 22.8 8.5
15.3
Total Revenue 42.3 53.0 40.6
52.4
Grant and other income 1.0 1.2 1.9 -
Personnel expenses (13.4) (16.5) (13.0) (18.9)
Administrative and other operating expenses (29.2) (37.4) (30.2) (38.8)
Restructuring costs - (1.0) (0.1) -
Total operating expenses (42.6) (54.9) (43.3) (57.7)
EBITDA 0.7 (0.7) (0.8) (5.3)
Depreciation and Amortisation (1.3) (1.1) (1.5) (2.0)
EBIT (0.7) (1.8) (2.3) (7.3)
Net financing costs - 0.3 (0.1) -
Income tax (0.1) (0.3) (0.3) -
Net profit (0.8) (1.8) (2.6) (7.3)
YEAR END 31 MARCH 2019 2020 2021 2022
Revenue growth 8.6% 25.5% (23.4%) 28.9%
Adjusted Revenue/Adjusted EBITDA margin %
na
23.0% 34.5% 17.6%
ARPU ($) $35.00 $39.70
$40.35 $39.30
Contracted units 50,388 63,571 64,355
85,574
25
one off hardware sales in each year and replacing it with an approximation for the revenue that would
have been received in a financial year under a subscription model.
CORETEX REVENUE ADJUSTED FOR A MONTHLY SUBSCRIPTION MODEL (NZ$ MILLIONS)
§
Coretex’s SaaS revenue grew in FY21 due to the growth in contracted units and a high retention rate.
FY20 revenue was higher than FY21 due to the acquisition of a very significant new customer in FY20,
resulting in a one-off boost to revenue arising from initial hardware sales. In addition, Covid-19
impacted Coretex’s ability to generate new sales in FY21.
§
Coretex has multi-year contracts with the majority of its customers.
§
Coretex has continued to invest in the platform which included the development and delivery of
CoreHub and a migration from legacy systems.
§
In FY21 a total of $7.4 million was invested in R&D, none of which was capitalised which is consistent
with prior years. EROAD capitalises a large proportion of its R&D. To enable comparison with EROAD,
the following table adjusts historical EBITDA by aligning the revenue models (as noted above)
capitalising the R&D costs and other adjustments to align accounting policies:
CORETEX ADJUSTED EBITDA (NZ$ MILLIONS)
§
In response to Covid-19 Coretex choose to restructure the business. Coretex retained 95% of its staff.
Personnel expenses declined due to redundancies and a large number of staff working four day weeks.
§
Despite revenue growing by $11.0 million in FY20, EBIT remained relatively flat due to an increase in
operating expenses of $6.8 million, which included a $2.0 million increased investment in R&D. The
increase in R&D reflects the investment in new generation and business systems during FY20 and FY21.
§
Coretex outsources the majority of its manufacturing to China. Recently, Coretex has outsourced
manufacturing of the new Corehub product to a New Zealand based contract manufacturer, based in
Christchurch. This contract manufacturer also has facilities in Australia and China which will assist in
scaling production and cost reduction over time.
§
Coretex has forecast a significant increase in contracted units in FY22. Due to the timing of customer
acquisitions the FY22 forecast does not recognise the full annualised impact the acquisitions will have
on revenue. A large proportion of the increased growth is from North America in Coretex’s cold chain
category.
§
Coretex’s forecast increase in personnel expenses largely reflects the planned investment in
establishing sales and service support in North America.
YEAR END 31 MARCH 2020 2021 2022
Reported Revenue 53.0 40.6 52.4
Adjustment to align revenue models (3.8) 6.0 (1.6)
Adjusted Revenue 49.2 46.6 50.8
YEAR END 31 MARCH
2020 2021 2022
Reported EBITDA
(0.7) (0.8) (5.3)
Adjustment for R&D capitalisation
6.0 6.2
7.7
Revenue, cost of sales and other adjustments 6.0 10.7 6.5
Adjusted EBITDA 11.3 16.1 8.9
26
5.6 Financial Position
The financial position of Coretex as at 31 March 2019, 2020 and 2021 is summarised below:
CORETEX - FINANCIAL POSITION (NZ$ MILLIONS)
AS AT 31 MARCH 2019 2020 2021
Trade and other receivables 13.2 14.3 11.0
Inventories 3.8 3.2 2.4
Total current assets 17.0 17.5 13.4
Property, plant and equipment 1.0 3.2 2.7
Intangible assets 7.8 8.4 9.0
Finance lease receivable 1.4 - -
Total non-current assets 10.2 11.6 11.7
Trade payables and accruals (6.2) (6.7) (6.0)
Payables to transport agencies (0.4) (0.1) (0.4)
Warranty provision (0.3) (0.5) (0.9)
Contract liabilities (0.3) (0.3) (0.3)
Right-of-use net lease liabilities - (1.8) (1.2)
Income Tax Payable - (0.3) (0.5)
Employee entitlements (1.2) (1.3) (1.6)
Total liabilities (8.4) (11.0) (10.9)
Cash and cash equivalents 3.0 7.6 8.9
Borrowings - (0.8) (2.0)
Net cash 3.0 6.8 6.9
Net assets 21.8 24.8 21.1
Source: Coretex Management Reports
§
The right-of-use net lease liability relates to the adoption of NZ IFRS 16 in FY20. Grant Samuel has
adjusted the balance sheet to remove the asset from property, plant and equipment and offset it against
the right of use liability.
§
The increase in intangible assets reflects the investment made in R&D in FY20 and FY21 on hardware
and software development.
§
Intangible assets include goodwill from acquisitions ($4.1 million), intellectual property, capitalised
R&D, software and other intangible assets.
§
In FY19 Coretex raised approximately $10.1 million of new capital from the issue of shares and
convertible notes and in FY20 Coretex issued $4 million of shares. In both capital raising events the
equity was raised at $1.23 per share. In FY20 this implied an equity value of approximately $108 million.
27
5.7 Cash Flow
Coretex’s cash flow from FY19 to FY21 is summarised below:
CORETEX CASH FLOW (NZ$ MILLIONS)
YEAR END 31 MARCH
2019 2020 2021
Net cash from operating activities (2.3) 1.7 2.6
Payments for investment in property, plant & equipment (0.4) (1.0) (0.9)
Payments for investment in intangible assets - (0.7) (0.8)
Net cash outflow from investing activities (0.4) (1.7) (1.7)
Payment of lease liability - (0.7) (0.6)
Net cash flow before capital raising and repayments (2.7) (0.7) 0.3
Net movement in borrowings (4.8) - -
Net proceeds from equity and convertible notes 10.1 4.0 -
Net cash flow 2.6 3.3 0.3
Source: Coretex Management Reports
§
In FY19 Coretex raised approximately $10.1 million of new capital from the issue of shares and
convertible notes.
§
Coretex issued $4 million of shares in FY20 and it achieved positive net cash flow in FY21 due to a
positive movement in working capital. The key drivers of this net working capital movement were the
payment by a major customer which was acquired in FY20 (which made payment in FY21), slower
revenue growth in FY21 due to Covid-19 and a decline in inventory.
28
6 Profile of the Combined Group
6.1 Overview
If the Proposed Transaction proceeds, EROAD and Coretex will merge and EROAD’s market position will
strengthen in North America and Australia and it will gain access to Coretex’s new generation IoT platform
solutions that have been tailored for industry verticals (e.g. cold chain, construction and waste). EROAD will
still remain a relatively small player in the Australian and North American market but it will be in stronger
position to compete and grow aggressively by leveraging its direct sales channel and the complementary
technology platforms of both businesses. The combination of EROAD and Coretex is expected to generate
significant benefits in terms of quality of offering and service to customers, as well as quantifiable revenue
and cost synergies.
6.2 Proforma Financial Performance and Key Metrics
The historical financial performance and key metrics of EROAD and proforma analysis of the combined
entities for the year ended 31 March 2021 is summarised below:
PROFORMA FINANCIAL PERFORMANCE AND KEY METRICS (NZ$ MILLIONS)
YEAR END 31 MARCH 2021 EROAD COMBINED
Total Revenue 91.6 138.2
Total operating expenses (60.9) (91.4)
EBITDA 30.7 46.8
Free cash flow 5.3 7.0
R&D Spend 21.3 28.7
Key Metrics
EBITDA margin 33.5% 33.8%
R&D % of revenue 23.3% 20.8%
Connections 126,203 190,380
ARPU
$58.30 $58.10
Asset retention rate
94.9% 91.6%
Annualised monthly recurring revenue ($m)
88.4 131.1
Enterprise customers as a % of connections
40.0% 53.0%
Source: EROAD Investment Presentation
§
The Coretex financials used in section 6 of this report are on a normalised basis and have been adjusted
to align with EROAD’s accounting policies and its revenue model (i.e. subscription based charging).
Coretex recognises hardware and subscription revenue along with associated costs in the year it occurs.
EROAD recognises both revenues over the term of the subscription contract. To enable comparison with
EROAD, Coretex’s revenue and associated costs have been adjusted to align with the term of the service
obligation. Coretex has not recognised intangible assets resulting from R&D investment. To enable
comparison with EROAD an asset has been capitalised in the financials of Coretex.
3
_________________________________________________________________________________________________________________________________________________________
3
EROAD and Coretex’s financial statements are prepared in accordance with Generally Accepted Accounting Practice in New Zealand (NZ
GAAP). EROAD’s financial statements comply with New Zealand equivalents to International Reporting Standards (NZ IFRS) for Tier 1
entities, other New Zealand accounting standards, and authoritative notices that are applicable to entities that apply NZ IFRS. The financial
statements also comply with International Financial Reporting Standards (IFRS). Coretex’s financial statements comply with New Zealand
equivalents to International Financial Reporting Standards Reduced Disclosure Regime (NZ IFRS RDR) for Tier 2 entities, on the basis that
it does not have public accountability and is not a large for-profit public sector entity, and other applicable Financial Reporting Standards
as appropriate for for-profit entities.
29
§
EROAD’s broad based Telematics solution which has largely been focused on regulatory compliance has
led to a focus on the Transport market in North America. If the Proposed Transaction is implemented
EROAD will have less exposure to the Transport vertical and it will have a more diverse customer base
with the addition of Food Safety and Construction clients.
§
In the first two years post acquisition scale and synergy benefits are unlikely to result in a material
improvement in free cash flow. These benefits are likely to offset by investment in growth, one off
integration and transition costs in the first two years. If the Proposed Transaction is implemented,
EROAD plans to invest approximately $8.0 million in the first two years on the integration of the two
product sets and business systems.
§
If the Proposed Transaction is implemented the number of EROAD connections will increase from
126,203 to 190,380 with a strategic plan to accelerate growth to the targeted 250,000 connections.
§
If the Proposed Transaction is implemented EROAD’s proportion of Enterprise customers increases from
40% to 53%.
§
If the Proposed Transaction is implemented EROAD will have a higher proportion of revenue being
generated from Australia and North America as highlighted by the difference in connected units by
region in the graphs below:
EROAD FY21 CONNECTED UNITS BY REGION (%) EROAD FY21 CONNECTED UNITS BY REGION
AFTER THE PROPOSED TRANSACTION (%)
6.3 Proforma Financial Position
The historical financial position of EROAD, Coretex and proforma analysis of the impact of the Proposed
Transaction as at 31 March 2021 is summarised below:
PROFORMA FINANCIAL PERFORMANCE (NZ$ MILLIONS)
4
Source: EROAD and Grant Samuel analysis
_________________________________________________________________________________________________________________________________________________________
4
Cash adjustments includes $80.5 million from the capital raising, less $77.8 million paid to Coretex Vendors on settlement less the
payment of $4.5 million for Transaction costs.
28%
2%
70%
North AmericaAustraliaNew Zealand
43%
6%
51%
North AmericaAustraliaNew Zealand
AS AT 31 MARCH 2021
EROAD CORETEX ADJUSTMENTS
COMBINED AT
SETTLEMENT
ADJUSTMENTS
FOR
CONTINGENT
LIABILITIES
COMBINED
AFTER
PAYMENT OF
CONTINGENT
LIABILITIES
Net Operating Assets
82.5 14.2 143.4 240.2 30.6 270.8
Net cash (debt)
22.1 - (1.8) 20.4 (14.5) 5.9
Net Assets
104.6 14.2 141.7 260.5 16.1 276.6
30
§
If the Proposed Transaction is implemented EROAD will pay $77.8 million in cash on settlement, with
$14.5 million held as Contingent Consideration. To fund the Proposed Transaction, EROAD plans to
raise $80.5 million by placing shares to institutional investors and via a SPP to retail investors. Based on
the financial position at 31 March 2021, on settlement EROAD will have net cash of $20.4 million. If the
Contingent Consideration is paid EROAD would have a net cash position of $5.9 million
§
As at 31 March 2021 Coretex had net operating assets of approximately $14.2 million. Coretex has not
capitalised its development costs which largely explains its relatively low net operating assets when
compared with EROAD. If the Proposed Transaction is implemented intangible assets will increase
materially. The net movement in net assets reflects the increase in intangible assets, which is partially
offset by the movement in net debt.
6.4 Industry Size and Key Drivers
The global commercial telematics industry generated annual revenues of approximately US$40.3 billion in
2020. The global commercial telematics market grew at an annualised average growth rate of around 11%
during 2014-2019 and the telematics market is expected to register an annualised average growth rate of 21%
over the forecast period from 2021 to 2026.
5
The strong historical and forecast revenue growth is due to:
§
Regulatory environment – Road transportation is subject to extensive regulations. The regulatory
environment has had a strong influence on the developments of GPS tracking and Fleet Management
(FM) solutions globally. Health and safety regulations have also impacted the telematics industry as
several FM applications are relevant to ensure the health and safety of drivers.
§
Macroeconomic environment – Macroeconomic factors are a driver for the FM market. Utilisation of
commercial vehicles, fleet sizes and new vehicle sales are all impacted by broader economic factors.
For example, Covid-19 had an impact on vehicle utilisation and on new vehicle sales in 2020 which
resulted in reduced hardware sales across telematics companies. Rising fuel costs have also been a
driver behind of adoption of FM solutions. Fuel is a large part of the cost for commercial fleet operators
and FM solutions in combination with driver training have been proven to significantly reduce fuel
consumption.
§
Technology environment – The technology used for FM solutions is evolving rapidly with key
components from computing equipment to software and displays delivering better performance and
lower prices. The IT infrastructure of enterprises is also improving along with their ability to process
data and deliver meaningful information to managers. Vehicles are demanding environments with
special requirements on reliability and there is a need for customised solutions to meet the specific
needs of the customer (i.e. specialised industry solutions). The integration of mobile devices as part of
the infrastructure is a growing trend. Smartphones and tablets are being increasingly used to enable
remote vehicle location tracking, data collection and in-cab functionality.
§
Competitive environment – Market pressure to reduce costs is one of the strongest drivers for the
adoption of FM solutions. Road transportation is characterised by strong competition where even small
efficiency gains can be important to improving competitiveness.
§
COVID-19 – Although Covid-19 impacted industry growth in 2021, it is driving future growth as it has
increased the demand for paperless systems, and global supply chains are demanding increased
visibility of where products are located.
_________________________________________________________________________________________________________________________________________________________
5
Source: ResearchAndMarkets.com Global Commercial Telematics Market (2021 to 2026) - Industry Trends, Share, Size, Growth,
Opportunity and Forecasts
31
The growth in the industry has attracted investment from large corporates and investors. In the last five years
the industry has seen:
§
Silicon Valley investors providing capital to EROAD competitors Samsara and KeepTruckin;
§
several large acquisitions (Verizon Connect, Orbcomm, TeleTrac/Navman); and
§
the entry of large corporates both directly (Michelin, Bridgestone, Verizon, Blackberry) and indirectly
(Google and AWS).
The increased level of investment in the industry has been aimed at establishing a technology advantage by
enhancing customer functionality and in some instances moving to IoT based platforms to build more diverse
and capable product and service offerings. The industry players are primarily focused on growth and a
technology advantage can improve customer acquisition and retention and grow ARPU.
EROAD’s management believe that the proposed acquisition of Coretex will provide EROAD with the
technology platform to compete aggressively in key industry verticals against larger well-funded competitors.
6.5 The North American Market
The North American market is among other things driven by regulatory developments such as the ELD
mandates in the US and Canada. Berg Insight, an industry analyst and consulting firm, expects the FM market
to show healthy growth between 2021 to 2024. In North America, the number of systems in active use is
forecasted to grow at an annualised average growth rate of 15.0% p.a. from 11.0 million units in 2019 to 22.2
million units by 2024. The penetration rate in the total population of non-privately owned commercial
vehicles is estimated to increase from 34.9% in 2019 to 62.0% in 2024. The forecast increase in market
penetration over the next three years is a key driver of the Proposed Transaction. Coretex’s IoT platform will
provide EROAD with complementary technology that may enable it to win a greater proportion of market
growth.
EROAD’s strategic priorities for the North American market are to:
§
grow connected units to 50,000 over the next 18 months;
§
extend product offering in the freight, road transportation fleets and the areas of health and safety;
§
extend the range of telematics solutions beyond trucks into trailers and associated light vehicles and
large assets;
§
grow the monthly run rate business in small to medium sized fleets; and
§
support the National Road User Charging pilot for heavy vehicles.
The acquisition of Coretex accelerates EROAD’s North American strategic priorities and will enable EROAD
to:
§
improve market position with the addition of 47,625 units (average fleet size of 3,800);
6
§
become a market leader in refrigerated telematics, a fast growing and regulated vertical with strong
upside opportunity;
§
extend product offering and telematics solutions for food safety, construction and waste and recycling;
§
de-risk and accelerate required short term development efforts;
§
enhance product and engineering capability to enable greater levels of new to market innovation; and
§
enhance Enterprise sales capability.
_________________________________________________________________________________________________________________________________________________________
6
Based on 31 March 2021
32
The historical key metrics of EROAD and proforma analysis of the combined entities in North America for the
year ended 31 March 2021 are summarised below:
PROFORMA NORTH AMERICA KEY METRICS
YEAR END 31 MARCH 2021 EROAD COMBINED
Total Revenue ($m)
30.6 64.3
Key Metrics
Connections
35,437 83,062
ARPU (NZ$)
$65.03 $61.00
Enterprise customers as a % of connections
30% 62%
Source: EROAD Investment Presentation
Geotab and Verizon Connect are the largest fleet telematics providers in North and South America (the
Americas) with approximately 1.85 million and 1.55 million installed units respectively. EROAD’S key
competitors are Trimble, Omnitracs and Zonar, which have both been active in the industry for decades,
followed by the relative newcomer Samsara and the major video telematics player Lytx. The other top-10
players are Michelin, Fleet Complete and KeepTruckin. The following chart shows the top 15 market
participants based on Berg Insight’s estimate of the number of active installed units. EROAD and Coretex
combined are also provided for reference.
KEY MARKET PARTICIPANTS BY NUMBER OF ACTIVE INSTALLED UNITS IN THE AMERICAS
Source: Berg Insight – December 2020 Fleet Management in the Americas. EROAD and Coretex actuals as at 31 March 2021.
On a combined basis EROAD and Coretex will have approximately 83,000 installed units in North America. If
the Proposed Transaction is implemented the strategic target is to be a top 15 player in the Americas within
24 months.
6.6 The Australasian Market
In 2019, there was estimated to be almost 1.0 million active FM systems in use in Australia and New Zealand
and this number is forecasted to grow to over 1.8 million by 2024, representing a CAGR of 13.5% p.a. At the
end of January 2020 there were 4.148 million commercial vehicles in Australia and 0.650 million in New
1,848
1,550
720
700
500500
477
437
342
300
290
270
210
200
165
83
0
200
400
600
800
1,000
1,200
1,400
1,600
1,800
2,000
Geotab
Verizon Connect
Trimble
Omnitracs
Samsara
Lytx
Zonar Systems
Michelin
Fleet Complete
KeepTruckin
Gurtam
Teletrac Navman
CalAmp
PowerFleetGPS Trackit
EROAD and Coretex
Thousands of Installed Active Units in Market
33
Zealand. The penetration rate of the available market is forecast to increase from just under 20% in 2019 to
approximately 33% by 2024.
EROAD has established a market presence in New Zealand, therefore its strategic priorities are focused on
the Australian market which include:
§
grow the number of connected units to 10,000 over the next 18 months;
§
extend its product offering in the civil engineering, government fleets, areas of driver fatigue, health &
safety as well as vehicle service & maintenance;
§
establish an Australian leadership team to support enterprise and market development activities;
§
grow the monthly run rate business in small to medium sized fleets;
§
increase EROAD’s brand awareness using targeted digital marketing; and
§
support National Road User Charging pilots and transport regulatory developments using telematics
technology.
The acquisition of Coretex accelerates EROAD’s Australian strategic priorities and will enable EROAD to:
§
improve its market position by adding approximately 7,900 connections (which will exceed the 10,000
target);
7
§
accelerate growth with a focused in-market sales team to target key verticals with more complete
product offerings; and
§
deliver a shorter time to profitability due to the speed advantage of using Coretex’s platform versus
building a comparable solution.
The historical key metrics of EROAD and proforma analysis of the combined entities in Australia for the year
ended 31 March 2021 are summarised below:
PROFORMA AUSTRALIA KEY METRICS
YEAR END 31 MARCH 2021 EROAD COMBINED
Total Revenue ($m)
1.4 8.7
Key Metrics
Connections
2,874 10,750
ARPU (NZ$)
$35.50 $57.57
Enterprise customers as a % of connections
32% 61%
Source: EROAD Investment Presentation
The historical key metrics of EROAD and proforma analysis of the combined entities in New Zealand for the
year ended 31 March 2021 are summarised below:
PROFORMA NEW ZEALAND KEY METRICS
YEAR END 31 MARCH 2021 EROAD COMBINED
Total Revenue ($m)
59.8 65.4
Key Metrics
Connections
87,892 96,568
ARPU (NZ$)
$56.18 $55.61
Enterprise customers as a % of connections
45% 45%
Source: EROAD Investment Presentation
_________________________________________________________________________________________________________________________________________________________
7
Based on 31 March 2021
34
Many vendors are active in the Australasian FM market including several international players and several
small and medium sized companies. Teletrac Navman
8
is estimated to be the largest provider in Australasia
with more than 100,000 units installed in Australia alone. Other key players in the market include MTData
(a division of Telstra), EROAD, Verizon Connect and Netstar Australia. The following chart shows the top 15
market participants in Australasia based on Berg Insight’s estimate of the number of active installed FM units.
EROAD is currently the 3
rd
largest provider and Coretex is the 15
th
largest provider. The merger of EROAD
and Coretex would make the combined business the second largest FM provider in Australasia. EROAD is the
number one competitor in New Zealand and it has a relatively small market presence in Australia (it is only
in the top 25). If the Proposed Transaction is implemented the strategic target is to be a top 5 player in
Australia within 24 months, which will likely make it the number one player in Australia and New Zealand
combined.
KEY MARKET PARTICIPANTS BY NUMBER OF ACTIVE INSTALLED UNITS IN AUSTRALIA AND NEW ZEALAND
Source: Berg Insight – November 2020 Fleet Management in Australia and New Zealand. EROAD and Coretex actuals as at 31 March 2021.
_________________________________________________________________________________________________________________________________________________________
8
Teletrac Navman is owned by US listed Vontier Corporation.
135
104
91
80
60
56
353535
30
25
24
21
20
18
17
0
20
40
60
80
100
120
140
160
Teletr ac Navman
Coretex and EROAD
EROAD
MTData
Verizon Connect
Netstar Australia
Intel liTrac
MiX Telematics
Smartrak
Fleet Complete
Webfleet Solutions
Digital Matter
Procon Telematics
GPSengine
Simply Unified
Coretex
Thousands of Installed Active Units in Market
35
7 Evaluation of the Proposed Transaction
7.1 Rationale of the Proposed Transaction
The global telematics market is forecast to achieve strong annual growth in the next three to five years due
to favourable industry dynamics. These include digital transformation to improve productivity and
profitability, regulatory reforms, the move to contactless systems, and a higher level of service demanded
from customers who have become highly dependent on efficient supply chains.
The growth of the Telematics industry has attracted new entrants and existing competitors have increased
investment in research and development to meet customer requirements, which are growing in complexity,
to retain and grow market share.
Over the last five years EROAD has achieved strong growth by having a solution set that is trusted, accurate,
reliable, secure, easy to use and backed up with great customer service. EROAD has invested in developing
its own direct sales force in Australasia and North America which has targeted the SME market. Coretex has
focused on Enterprise solutions and in the last two years it has focused on moving its business from
Telematics to Industrial IoT solutions that have been tailored for industry verticals (e.g. cold chain,
construction and waste).
EROAD and Coretex have complementary technologies, development teams and platforms. EROAD’s
management believe that the combined entity which combines the respective strengths of both businesses
will allow faster development of products and accelerated customer growth in North America and Australia.
In particular, it is expected that the joint business would:
§
leverage Cortex’s next generation platform and develop more advanced Android solutions. This will
enable EROAD to accelerate its own technology roadmap which will be delivered by a larger product
and engineering team with complementary skill sets;
§
deliver the scale and market product fit to further accelerate growth in North America;
§
enable Coretex’s Australian business to benefit from the Australian sales and marketing capability and
New Zealand based operational support from EROAD;
§
provide a more balanced mix of enterprise and SME customers;
§
provide greater territorial and industry diversification; and
§
have a combined technology solution set that is positioned to compete aggressively with larger global
telematics companies. EROAD management believe that the ability of Coretex’s technology to deliver
Safety and Compliance, Cameras and Sensors, Productivity and Efficiency for Trucks and Trailers
products and services all on a single platform will be disruptive in the market.
7.2 Strategic Benefits
The combination of EROAD and Coretex is expected to generate significant benefits in terms of quality of
offering and service to customers, as well as quantifiable revenue and cost synergies. EROAD and Coretex
have completed a detailed review and quantification of the likely synergies, including an assessment of both
revenue and cost synergies.
Revenue synergies are expected to be achieved by:
§
The combination of EROAD’s broad telematics and regulatory offering with Coretex’s expertise in cold
chain supply, construction and waste.
§
Leveraging EROAD’s more mature in-market presence and reputation to win new customers with
Coretex’s CoreHub and Coretex 360 product which has a broader range of functionality (outside of
logbook compliance), and it has specialised industry vertical solutions.
36
§
The use of EROAD’s sales and services team in North America. EROAD has a strong track record
delivering telematics solutions for fleet sizes between 50 and 500. Coretex’s solutions are aimed at
enterprise (2,000+) fleet and is likely to appeal to the SME customers EROAD has experience reaching.
§
The use of Coretex’s Enterprise sales expertise and customer references to sell a combined solution set
into large customers in North America.
§
An increased ARPU of existing customers by upselling additional functionality.
The following is a summary of the key revenue synergies by market vertical:
§
Food Safety - Coretex’s platform is a market leader in food safety Telematics. Coretex’s solution
provides the ability to trace and provide whole of supply chain evidence of temperature control,
including both in-cab regulatory telematics and points of failure monitoring. If the Proposed
Transaction is implemented EROAD will aspire to be a market leader in this vertical in both North
America and Australia.
§
Transportation - The CoreHub device avoids the need for EROAD to invest in developing its next
generation platform. Having a readily available device which, from a technology standpoint is market
competitive, enables EROAD to create sales momentum and win market share in the Transportation
market segment.
§
Civil/Construction - Coretex’s Ready mix product allows the tracking of efficiency metrics for
construction clients such as concrete workflow and spread rates of aggregates. The ability to track these
metrics is expected to assist clients in preparing infrastructure asset quality certifications (a
requirement of regulatory authorities). Coretex has some marquee Enterprise customers in the
construction sector which EROAD plans to leverage as references to drive revenue growth through its
direct sales channel.
Cost synergies include:
§
reductions in overhead due to consolidation and benefits of scale (e.g. governance costs, insurance,
facilities, professional fees); and
§
reductions in IT operational platform costs (e.g. ERP) in the longer term. In the short to medium term
the businesses have assumed they will run separate systems.
Revenue and cost synergies are likely to offset by one off integration and transition costs in the first two years.
If the Proposed Transaction is implemented, EROAD plans to invest approximately $8.0 million in the first two
years on the integration of the two product sets and business systems.
Partially offsetting the integration and transition costs is a potential tax benefit arising from the Proposed
Transaction. Coretex had $12.9 million of tax losses carried forward (i.e. approximately $3.6 million of net
tax benefit) at 31 March 2021. EROAD has received external advice that these tax losses will be retained if
the Proposed Transaction is implemented. The tax losses can be offset against future taxable profit, which
will improve EROAD’s free cashflow in future years.
37
7.3 Comparison of the Consideration with Market Evidence
Having considered the market evidence and the information provided in relation to the Proposed Transaction,
Grant Samuel believes that EROAD is paying a strategic premium to acquire Cortex. This higher price can be
justified if EROAD can successfully:
§
leverage Cortex’s intellectual property and telematics engineering capabilities to accelerate its own
product development roadmap; and
§
realise material synergy benefits over the longer term.
Under the Proposed Transaction, EROAD will acquire Coretex at an enterprise or ungeared value of $188.25
million. This implies the following capitalisation multiples of revenue:
CORETEX IMPLIED MULTIPLES
9
Multiple of Revenue (Actual) – year ended 31 March 2021
4.6
Multiple of Revenue (Forecast) – year ending 31 March 2022
3.6
Multiple of Adjusted Revenue (Actual) – year ended 31 March 2021 4.0
Multiple of Adjusted Revenue (Forecast) – year ending 31 March 2022 3.7
Appendix B provides some commentary on interpreting the capitalisation multiples.
Coretex sells hardware separately and recognises revenue and the cost of sale in the year it is sold. The
adjusted Coretex historical and forecast revenue multiple implied by the Proposed Transaction has been
adjusted to align with EROAD’s business model which charges the cost of hardware as part of a monthly
revenue/subscription charge.
The chart below compares the implied historical revenue multiples with listed companies with operations in
the Telematics industry including EROAD:
IMPLIED HISTORICAL REVENUE MULTIPLES OF LISTED COMPARABLE COMPANIES AS AT 5 JULY 2021
Source: Grant Samuel analysis and Capital IQ
Appendix D provides more information in relation to the sharemarket evidence that Grant Samuel has
considered in evaluating the Proposed Transaction.
EROAD shares are currently trading at implied multiples of 5.3 times historical revenue. This multiple is
higher than the implied capitalisation multiples for Coretex. It should also be noted that shares in a listed
company normally do not include a premium for control and trade at a discount of 15-25% to the full
underlying value of the company as a whole. As such, the implied multiple for EROAD based on its current
_________________________________________________________________________________________________________________________________________________________
9
Enterprise Value / Revenue
5.3
4.6
4.0
8.8
3.5
3.3
2.7
2.6
2.2
1.6
Average =3.0 times
Median = 2.7 times
0.0
1.0
2.0
3.0
4.0
5.0
6.0
7.0
8.0
9.0
10.0
EROADEROAD/Coretex
Ac tual
EROAD/Coretex
Adjusted
QuartixInseegoOrbcomm
(pre takeover)
Mix Telemat icsPowerFleetItutanCal Amp
Historical Revenue Multiple
38
share price is likely to reflect a discount to the full underlying value whereas the purchase price for Coretex
represents full underlying value.
It is also evident from the chart above that EROAD shares are currently trading at a premium to the revenue
multiples of most of the listed Telematics companies that Grant Samuel has selected for its analysis. The
average historical revenue multiple implied by the share market prices for these listed international
comparable companies is 3.0 times.
The capitalisation multiples implied by the Proposed Transaction can also be compared to the value
parameters of past transactions involving broadly comparable businesses:
IMPLIED HISTORIC REVENUE MULTIPLES FROM RECENT COMPARABLE TRANSACTIONS
Source: Grant Samuel analysis and Capital IQ
Appendix C provides more information in relation to the transaction evidence that Grant Samuel has
considered in evaluating the Proposed Transaction.
The chart above shows that there have been transactions undertaken at values that implied historical
revenue multiples that are in line with or higher than the historical multiples implied by the Proposed
Transaction. Other transactions have taken place at much lower revenue multiples of two times or less.
Grant Samuel believes that in most cases the higher multiples are explained by a combination of a premium
for control and the purchaser being prepared to pay away strategic value to acquire the target. As an
example, there is evidence of market consolidators paying a strategic premium for companies where the
acquisition of the target company is expected to deliver the acquiror a competitive advantage or is expected
to lead to the realisation of material synergy benefits.
Coretex was formed in 2015 following the merger of International Telematics Limited and Imarda Pty Limited.
In FY19 and FY20 Coretex raised ~$14.1 million of equity placing non-controlling parcels of shares with Movac
Fund 4 Custodial Limited and Milford Active Growth Fund. The implied historical revenue multiple of the last
transaction in August 2019 was approximately 2.4 times. It is important to note that the capital raise in
August 2019 was on the same terms as the previous capital raise to avoid the distraction of a wider capital
raise process and to provide access to capital to support large customer acquisitions in a timely manner.
4.6
4.0
9.2
9.0
7.0
5.7
5.25.2
4.7
2.4
2.02.0
1.9
1.81.8
1.3
Average = 4.2 times
Median = 3.6 times
0.0
1.0
2.0
3.0
4.0
5.0
6.0
7.0
8.0
9.0
10.0
EROAD/Coretex Historical
EROAD/Coretex Adjusted
Hughes Telematics / Verizon (Jun 12)
Telogis / Verizon (Aug 16)
Fleetmatics / Verizon (Aug 16)
ContainerChain / Wisetech (Apr 19)
TomTom Telema tics / Br idg estone (Ja n 19)
Lytx / Permia Funds (Jan 20)
ORBCOMM / GI Manager (Apr 21)
Coretex / Capital Raise (Aug 19)
Blue Tree Systems / ORBCOMM (Oct 17)
inthinc / ORBCOMM (Jun 17)
BSM Technologies / Geotab (Apr 19)
Synovia Solutions / CalAmp (Apr 19)
Pointer Telocation / ID Systems (Mar 19)
Digicore / Inseego (Jun 15)
Historical Revenue Multiple
39
7.4 Contingent Consideration
The Proposed Transaction includes Contingent Consideration payable to the Coretex Vendors of $30.6 million.
The Contingent Consideration comprises $14.5 million payable in cash and 2,683,000 new EROAD shares
($16.1 million). The Contingent Consideration is payable at the end of the 12 months following completion
of the Proposed Transaction shares if several criteria are met.
Grant Samuel observes that the Contingent Consideration mitigates some of the risk associated with the
acquisition of Coretex. More specifically, the mechanism is intended to address:
§
Customer Retention. A key strategic benefit of the Proposed Transaction is to use EROAD’s sales and
service resource to grow the number of Enterprise customers in North America and Australia by
leveraging Coretex’s platform and by referencing its existing Enterprise customer base. To date Coretex
has not had the sales and service resource to take advantage of these customer references. There is a
risk that some of Coretex’s existing Enterprise customers churn. In that event the Consideration will be
adjusted to compensate for the loss in recurring revenue. The maximum Consideration that will not be
paid under the Proposed Transaction is $14.2 million ($6.5 million in cash and 1,283,000 shares). In
Grant Samuel’s opinion, although the Contingent Consideration provides some protection as it is
unlikely to be sufficient to compensate for the potential valuation impact if such a loss eventuates.
Telematics companies are often valued based on revenue multiples. As noted in section 7.3 the
Proposed Transaction implies adjusted historical and forecast revenue multiples of 4.0 and 3.7 times
respectively. If all things remained constant and a single customer churned, then the potential impact
on valuation is likely to exceed the compensation by a reasonable quantum. The loss of marquee
customers in key regions may also impact some of the synergy benefits that are anticipated if the
Proposed Transaction is implemented.
§
Platform suitability. A critical component of the transaction is to leverage Coretex’s platforms which
were launched in 2020. As at 31 May 2021 approximately 1,000 connections are using the new
generation Coretex platform with Corehub. Coretex's stand-alone FY22 plan requires a significant
increase in the number of CoreHubs manufactured and installed in order to meet their sales growth
targets. If Coretex’s platforms are not capable and scalable and cannot support EROAD’s forecast
growth the purchase price will be adjusted. The maximum Consideration that will not be paid in this
instance is $16.4 million ($8.0 million in cash and 1,400,000 shares). In Grant Samuel’s opinion, although
the Contingent Consideration provides some protection it is unlikely to be sufficient to compensate for
the potential valuation impact if such a loss eventuates. If Coretex’s platform does not meet the
required criteria the impact on value will depend on the time required to remedy the issues which could
be related to a range of factors including development of software, hardware or supply chain issues.
7.5 Financial Impact of the Proposed Transaction
Grant Samuel observes the Proposed Transaction will have the following financial impact:
§
EROAD and Coretex are businesses which are focused on revenue growth, investment in sales and R&D.
Over the last three years this has resulted in negative or low levels of free cash flow. If the Proposed
Transaction takes place EROAD will require capital to fund projected revenue growth that is predicated
on ongoing investment in research and development and hardware purchases for client installations.
As a consequence, management are projecting that it will take time before EROAD begins to generate
positive free cash flows. From that point onwards synergies and scale benefits are expected to have a
material positive impact on the net earnings and net cash flows from operations.
§
EROAD currently has a net cash position of $22 million, which comprises banking facilities with a limit
of $64 million drawn down to $35 million and cash at bank of $57 million. EROAD’s management are
projecting net debt to peak at ~$50 million in 18 to 24 months, which largely reflects the investment in
revenue growth. The forecast capital requirements can be serviced by EROAD’s existing banking
facilities.
40
7.6 Dilutionary Impact of the Proposed Share Issues
Under the terms of the Proposed Transaction EROAD will acquire Coretex for $188.3 million. The breakdown
of the Consideration is set out below:
§ Cash: The cash part of the Consideration is $92.3 million.
§ Shares: The share component of the Consideration is $96.0 million which will be satisfied through the
issuance of 16.0 million shares in EROAD at a proposed issue price of $6.00.
The table below shows the proposed issue price of $6.00 represents a small discount to the last price at which
EROAD’s shares traded on 9 July 2021 and a premium of 6% or more to the volume weighted average price
at which EROAD shares have traded over a period of 3 months or longer:
COMPARISON OF THE PROPOSED ISSUE PRICE WITH EROAD SHARE PRICES PRIOR TO 9 JULY 2021
Price Premium / (Discount)
Share issue to Coretex Vendors
$6.00 -
Average five day VWAP as at 9 July 2021
$6.22 (3.5%)
Closing price as at 9 July 2021
$6.15 (2.4%)
1 month VWAP
$6.10 (1.7%)
3 month VWAP $5.64
6.3%
6 month VWAP $5.14
16.8%
12 month VWAP
$4.45 34.9%
Section 4.12 of this report provides some commentary on EROAD’s recent share price performance. Grant
Samuel considers an issue price of $6.00 to be at or about the current listed market price for EROAD shares
and therefore will have little or no dilutionary impact. To fund the cash component of consideration payable
under the Proposed Transaction EROAD plans to raise $80.5 million by issuing shares via a placement to
institutions and via a SPP to retail investors. The price of the share placement is $5.58 a 9.5% discount to the
5 day VWAP of EROAD shares traded on the NZX during the five days up to 13 July 2021 (the day before the
announcement of the Proposed Transaction).
The SPP pricing will be based on the lower of the price paid by investors in the placement and the 5 day
VWAP of EROAD shares traded on the NZX during the five days up to, and including, the closing date of the
SPP on Tuesday 3 August 2021.
The discount being applied to the shares issued in the capital raising is relatively consistent with the level of
discount that was applied in September 2020 when EROAD raised $50.0 million via a fully underwritten
placement of shares and a $8 million SPP (at a 10% discount to the last close price on 14 September 2020).
The following table sets out the potential dilutive impact on EROAD’s share price of $6.22 (the average five
day VWAP as at 9 July 2021) and the price of the capital raise:
10
_________________________________________________________________________________________________________________________________________________________
10
Note the Consideration payable for Coretex under the proposed transaction includes issue 16 million shares to be issued at price of $6.00,
including 2.7 million shares that will be issued in 12 months time contingent on customer retention and Coretex’s platform suitability. The
analysis below only includes the 13.3 million shares that are issued on settlement.
41
POTENTIAL IMPACT ON THE SHARE PRICE
(000s)
Number of shares on issue prior to the announcement of the Proposed Transaction
81,896
Number of shares issued to Coretex shareholders (excluding the contingent component)
13,317
Number of shares issued in the capital raise
14,427
Number of shares after the Proposed Transaction and capital raise (excluding the contingent component)
109,640
Average five day VWAP as at 9 July 2021 $6.22
Share price issued as consideration to Coretex shareholders $6.00
Price of share issue to retail and institutional shareholders $5.58
Weighted average value of shares
$6.11
Dilution impact on share price (1.8)%
The Proposed Transaction will have a minimal dilutive impact on the share price all other things being equal.
As noted above, the price of the SPP may be lower if the average five day VWAP is lower at the closing date
of the SPP. This analysis assumes the price of the SPP issuance is not materially different to the price of the
placement.
7.7 No Change of Control
The following table summarises the potential impact on the ownership of EROAD if the Proposed Transaction
takes place:
POTENTIAL CHANGE OF OWNERSHIP
Shareholding before the
Proposed Transaction
Shareholding after the
Proposed Transaction
Existing EROAD shareholders 100.0% 72.9%
Shares issued in the capital raise
-
12.8%
EROAD shareholders after the capital raise
-
85.8%
Coretex shareholders - 11.9%
Coretex shareholders Contingent Consideration - 2.4%
Total Shareholding 100.0% 100.0%
§
The Proposed Transaction will result in the Coretex Vendors owning approximately 11.9% of all EROAD
shares on issue. This ownership percentage will increase potentially up to 14.3% if further EROAD
shares are issued to Coretex Vendors in 12 months in payment of the Contingent Consideration.
§
Coretex has 48 shareholders and no single shareholder holds more than 25% of all Coretex shares on
issue. Accordingly, no single Coretex shareholder will hold more than 3.5% of EROAD shares on issue if
the Proposed Transaction takes place.
§
No single EROAD shareholder currently controls more than 20% of the shares on issue. The planned
share issuance to fund the cash component of consideration payable for Coretex has been structured
to enable the majority of EROAD’s retail shareholders to maintain but not increase their pro-rata
ownership of the enlarged EROAD.
§
As is common with SPPs, the allocation of shares to investors is capped, in this case at A$30,000 per
retail investor. EROAD’s largest retail shareholders that do not have the opportunity to participate in
the placement will not be able to maintain their pro-rata ownership of the enlarged EROAD.
§
Existing Institutional investors have had the ability to participate in the capital raising via a share
placement but will not be able to acquire more than 10.3% of all EROAD shares on issue post the
Proposed Transaction.
§
Steve Newman is EROAD’s CEO and largest shareholder and intends to participate in the placement.
42
§
Existing Institutional investors that participate in the share placement are not entitled to vote on the
resolution to approve the capital raising.
§
There is not expected to be any material change in the control or ownership of EROAD as a result of the
Proposed Transaction.
§
As noted earlier the Proposed Transaction has a dilutionary impact for EROAD’s existing shareholders.
However, the extent of the dilutionary impact will depend on whether or not EROAD shareholders elect
to participate in the proposed share issuance.
7.8 Potential Impact on EROAD’s Share Price
A key consideration for EROAD shareholders is whether the Proposed Transaction is likely to result in EROAD
shares trading at prices higher than the value of the shares prior to the announcement of the Proposed
Transaction. Judgements regarding the price at which shares in the EROAD might trade are not
straightforward. Grant Samuel has considered the following:
§
The strategic rationale for the Proposed Transaction is to strengthen EROAD’s market position in North
America and Australia. This may lead to accelerated growth and a re-rating of its shares. However, it is
important to note that EROAD shares appear to be trading at a premium when comparing it with the
implied revenue multiples of listed Telematics comparable companies that Grant Samuel has used in its
analysis of the Proposed Transaction (refer section 7.3). Grant Samuel observes that:
- some market analysts are of the view that EROAD’s revenue multiple is reasonable when compared
with listed Telematics companies because of its forecast revenue growth; and
- other market analysts believe EROAD is trading at a discount when compared to Australian listed
software companies.
§
The Proposed Transaction will diversify EROAD’s revenue. If the Proposed Transaction is implemented
EROAD will have a larger presence in North America and Australia, it will provide services to a wider
range of industry verticals and it will have a much higher proportion of enterprise customers. In most
circumstances diversification reduces the risk of an investment. Coretex currently has exposure to a
few key customers in North America and Australia which reduces the diversification benefits in the short
term.
§
EROAD, with the support of Coretex representatives and external advisors, has undertaken an extensive
review of the potential financial benefits arising from the Proposed Transaction. Their assessment of
the potential incremental revenue growth and cost savings suggests that EROAD shares will increase
materially in value over time if these merger synergies can be fully realised. They also concluded that
it is likely to take two to three years before EROAD’s results begin to show signs of a net positive
improvement as any short term benefits that are realised are expected to be offset by one off
integration costs.
§
The analysis supporting the assessment of the potential synergies is also highly subjective and
commercially sensitive, which renders further disclosure inappropriate at this time. In the absence of
any meaningful information on potential synergies it is difficult for investors to attach much value to
synergy benefits.
§
EROAD is focused on revenue growth which requires capital. Given EROAD’s strategic goals the
Proposed Transaction is unlikely to materially influence dividend payments as any available capital will
likely be reinvested in the company to accelerate growth.
§
The shares to be issued to Coretex shareholders on completion of the Proposed Transaction will be held
in escrow and released in tranches over a period of 18 months, as summarised in the table below:
43
SHARE CONSIDERATION - ESCROW TRANCHES
% Released Shares Issued
Shareholding %
After the Proposed
Transaction
6 months from the date of settlement 40.0% 6,400 5.8%
12 months from the date of settlement 20.0% 3,200 2.9%
18 months from the date of settlement 40.0% 6,400 5.8%
Total shares issued
100.0% 16,000 14.4%
The escrow is intended to prevent Coretex Vendors from selling shares immediately after the Proposed
Transaction is settled. Releasing the shares in tranches from escrow over time also staggers the increase
in the free float of EROAD shares.
11
The decision to sell EROAD shares will be dependent on each individual shareholder’s personal
circumstances and taking into consideration a range of factors including the price of EROAD shares, the
outlook for the business and industry dynamics at the time.
§
It is conceivable given the strategic rationale for the Proposed Transaction that EROAD may become a
more attractive acquisition target post transaction for a larger competitor or a new entrant looking to
disrupt the Telematics industry.
§
There are further factors that complicate judgements regarding the price at which shares in the EROAD
might trade in the short term following the Proposed Transaction. Since EROAD’s shares were listed on
the NZX on 15 August 2014, the share price has increased from $3.00 per share to $6.35 on 2 July 2021
(a 11.5% average annual capital return). However, since it listed in 2014 the share price has
underperformed the NZX50 Capital Index, it has been volatile, and it has fallen as low as $1.53. Most
share price gains have been achieved since the middle of 2020. Since June 2020, EROAD shares have
gone from trading at prices below $3.00 per share to over $6.00 per share (i.e. more than doubled in
value). The volatility of recent trading in EROAD shares means that any forecast of future share prices
is highly problematic.
§
Coretex’s customer base is comprised largely of Enterprise customers, while EROAD has targeted SME
sized fleets. Securing Enterprise customers requires a different sales approach and skill set. The time
and resource required when compared to winning a SME customer is often materially different.
Securing Enterprise customers can have a material impact on revenue, but the timing is also less
predictable which can make it challenging for listed companies to forecast revenue and provide
guidance to the market. If the Proposed Transaction is implemented and if EROAD shifts resource to
focus on Enterprise customers, revenue may become less predictable and the share price may become
more volatile.
§
On a conference call presenting FY21 results to market commentators on 28 May 2021 EROAD
management alluded to the possibility that an acquisition may be imminent in the next 12 months.
EROAD’s share has risen since then from $5.56 to over $6.35 on 2 July 2021. It is conceivable that this
appreciation in its share price may, in part, be attributable to some recognition of the potential value
uplift from a pending acquisition but in the absence of any transaction details it is unlikely to be anything
more than speculation.
_________________________________________________________________________________________________________________________________________________________
11
It is also noted that shares can be sold or transferred within the escrow period if a Coretex shareholder provides at least five business
days’ written notice and in return receives the prior written approval to sell or transfer shares from EROAD.
44
7.9 Disadvantages and Risks
The Proposed Transaction does involve several disadvantages and risks which are summarised below:
§
A key risk for EROAD shareholders is that Coretex may not deliver the level of projected revenue and
earnings expected. Coretex’s strength has been its engineering of Enterprise Grade solutions for
industry verticals but does not currently have the sales resource to deliver the projected revenue
growth and in the absence of the Proposed Transaction was planning to expand its direct sales team to
augment its dealer channels in North America. EROAD has a substantial sales office in Portland, Oregon,
USA and plans to leverage this in-house capability to drive Coretex product sales.
§
A fundamental rationale for the Proposed Transaction is that it will improve the strategic positioning of
EROAD and consequently over time this will result in improved earnings through the delivery of revenue
and cost synergies. Coretex management has recent experience with business integration
12
and some
of the learnings from this may prove a useful guide as the management teams look to bring the two
businesses together. However, the integration of EROAD and Coretex will involve challenges of a
substantially different scale and complexity, which may be exacerbated by the travel limitations
imposed by Covid-19. As a consequence, some of the identified potential merger benefits may take
longer to realise and may be less than expected.
§
Covid-19 has had a material effect on the global economy and adversely impacted the financial
performance of EROAD and Coretex. It is likely that there will be further adverse change caused by
Covid-19 moving forward, which may impact EROAD’s ability to execute its acquisition strategy. Covid-
19 has had a material impact on the global supply chain, which is impacting EROAD and Coretex’s ability
to manufacture hardware in a cost effective manner and within desired timeframes. If supply chains
continue to be impacted by Covid-19 this will impact EROAD’s ability to achieve its growth targets.
§
Coretex manufactures Corehub in New Zealand and this will need to scale up substantially to achieve
the level of projected revenue growth underpinning the Proposed Transaction. If Coretex cannot source
locally the volume of hardware that management are projecting to sell then it will need to find an
offshore alternative or it will limit revenue growth. Globally the production of telematics equipment is
being impacted by logistical challenges caused by Covid-19 and tight supply of key raw materials.
Coretex is also only a very small market participant in a global context. Against these headwinds,
Coretex management have advised that they are confident the business can reliably source the
hardware in the volumes needed to meet sales projections.
§
EROAD is acquiring Cortex by issuing approximately $160.4 million of new shares on completion.
However, the new shares are not all being issued to the Coretex Vendors . EROAD is raising $80.5 million
from its existing shareholders and new investors and paying approximately 50% of the purchase price
of Coretex in cash. As consequence, Coretex shareholders will effectively cash out a substantial portion
of their investment in the business pre-merger and therefore not share, to the same extent, the risks
and rewards that are associated with the Proposed Transaction.
§
Several Coretex shareholders are senior members of its management team and their ongoing
involvement with the business is considered critical to achieving a successful merger with EROAD and
realising strategic benefits going forward. Coretex is not a widely held company and some key people
will receive a material cash payment on settlement. The shares issued as consideration (which are held
in escrow for a period up to 18 months) and Contingent Consideration may provide sufficient incentive
for all key people to continue to drive performance of the enlarged business through a period of change
over the next two to three years. Equally, it would not be the first time that having received a large
cash payment a key executive in a target company became less motivated to perform in what will be
new working environment.
_________________________________________________________________________________________________________________________________________________________
12
Coretex was formed in 2015 by merger of Imarda and International Telematics and acquired Air-Track shortly thereafter.
45
§
EROAD expects that its total transaction costs for the Proposed Transaction will be approximately $4.5
million, of which approximately $1.5 million will have been committed by the time shareholders vote
on the Proposed Transaction.
7.10 Conditions Precedent
The Proposed Transaction is subject to satisfying several conditions precedent and in assessing these, EROAD
shareholders should consider the following:
§
The outcome of the shareholder vote on the Proposed Transaction is binary. If EROAD shareholders vote
in favour of the Proposed Transaction and the other conditions are satisfied, the Proposed Transaction
will be implemented. If EROAD shareholders do not pass the resolutions required to effect the Proposed
Transaction, the Proposed Transaction would not proceed. EROAD would continue to be a growth
company listed on the NZX and ASX, and no shares in the company would be allocated to Coretex. The
terms of the Proposed Transaction are set and must be either rejected or accepted in their entirety by
EROAD shareholders.
§
If the Proposed Transaction is rejected by EROAD shareholders or the other transaction conditions are
not satisfied, the parties to the Proposed Transaction could theoretically elect to renegotiate the
transaction terms. In that circumstance the process could start again and a new set of resolutions could
be put to EROAD shareholders. However, such an outcome would appear unlikely given the complexity
of the Proposed Transaction. If the Proposed Transaction does not proceed, it would appear more likely
that there will be no follow up transaction.
§
The Proposed Transaction is subject to conditions that are outside the control of EROAD shareholders.
These include the receipt of Commerce Commission and OIO approvals and no material adverse change
or prescribed breach event occurring. The sequencing of the conditions is therefore of interest to EROAD
shareholders. The vote by EROAD shareholders is likely to occur before the receipt of Commerce
Commission and OIO approval and the conditions relating to prescribed breach events or material adverse
changes will survive until completion. There is therefore no certainty that the Proposed Transaction will
proceed until such time as those conditions have been satisfied.
7.11 Alternative to the Proposed Transaction
The alternative to not undertaking the Proposed Transaction is for EROAD to continue on its own for the
foreseeable future. Grant Samuel makes the following observations:
§
EROAD has demonstrated relatively consistent year on year growth since it listed on the NZX in 2014,
although FY21 was impacted by Covid-19. EROAD has a strong balance sheet with approximately $22.1
million of net cash for investment. EROAD will continue to execute on its strategic plan, which is
forecast to deliver similar levels of year on year revenue growth for next three to five years (which is
relatively in line with forecast industry growth).
§
EROAD’s management have undertaken extensive due diligence on Coretex including synergy analysis.
The outcome of this analysis was that an acquisition of Coretex will enable EROAD to accelerate its
growth in North America and Australia and if the majority of the quantified synergies are realised it will
be value accretive to EROAD shareholders. If EROAD does not proceed with the Proposed Transaction
these synergy benefits will not be available and EROAD will be left to continue to focus on its own
strategic plan, which includes investment in migrating its technology to be Android based. EROAD’s
management believe that its new Android based IoT platform is 18 to 24 months from completion.
§
The Telematics industry is extremely competitive. Over the last 12 months EROAD’s solution in the
small to medium business segment, when combined with its sales capability, has proven to be sufficient
to continue to win and retain customers, including its largest Enterprise customer in Australia, Ventia.
EROAD’s competitors are aggressive and some have a technology advantage in certain markets. The
46
extent this technology advantage impacts EROAD’s growth while it develops its next generation solution
is difficult to predict. The Proposed Transaction mitigates the build risk presently faced by EROAD and
it accelerates EROAD’s migration to an Android based platform which will enable it to leverage a broader
feature set, more stable codebase and increase innovation speed.
§
EROAD is well positioned in North America in the small to medium enterprise segment of the market.
Its technology and customer base are likely to be attractive to larger competitors or new entrants
looking to disrupt the Telematics industry. EROAD’s shareholders could choose to vote against the
Proposed Transaction in the expectation that they might realise superior value through some
alternative change of control transaction in the future. However, there can be no assurance that any
alternative proposal would be put to EROAD shareholders, either in the immediate future or over the
longer term. The need for ongoing development to move to an Android based IoT platform may also
discourage a competing takeover offer from another market participant at this time.
7.12 Investment Decision
§
Grant Samuel has not been engaged to provide a recommendation to shareholders in relation to the
Proposed Transaction. In any event, the decision whether to vote for or against the Proposed Transaction
is a matter for individual shareholders, based on their own views as to value, their expectations about
future market conditions and their particular circumstances including risk profile, liquidity preference,
investment strategy, portfolio structure and tax position. Shareholders who are in doubt as to the action
they should take in relation to the Proposed Transaction should consult their own professional adviser.
§
Similarly, it is a matter for individual shareholders as to whether to buy, hold or sell securities in EROAD.
These are investment decisions upon which Grant Samuel does not offer an opinion and are independent
of a decision on whether to vote for the Proposed Transaction. Shareholders should consult their own
professional adviser in this regard.
GRANT SAMUEL & ASSOCIATES LIMITED
July 2021
47
APPENDIX A - QUALIFICATIONS, DECLARATIONS AND CONSENTS
1. Qualifications
The Grant Samuel group of companies provides corporate advisory services in relation to mergers and
acquisitions, capital raisings, corporate restructuring and financial matters generally. One of the primary
activities of Grant Samuel is the preparation of corporate and business valuations and the provision of
independent advice and expert’s reports in connection with mergers and acquisitions, takeovers and capital
reconstructions. Since inception in 1988, Grant Samuel and its related companies have prepared more than
400 public expert and appraisal reports.
The persons responsible for preparing this report on behalf of Grant Samuel are Peter Jackson BCom, CA,
Christopher Smith, BCom, PGDipFin, MAppFin, Jake Sheehan BCom (Hons) and Myles Snaddon, LLB, BCom,
CFA. Each has a significant number of years of experience in relevant corporate advisory matters.
2. Limitations and Reliance on Information
Grant Samuel believes that is opinions must be considered in their entirety and that selecting portions of the
analysis or factors considered by it, without considering all factors and analyses together, could create a
misleading view of the process employed and the conclusions reached. Any attempt to do so could lead to
undue emphasis on a particular factor or analysis. The preparation of opinions such as those set out in this
report is a complex process and is not necessarily susceptible to partial analysis or summary.
Grant Samuel’s opinion is based on economic, market and other conditions prevailing at the date of this
report. Such conditions can change significantly over relatively short periods of time. If they did change
materially, subsequent to the date of this report, the opinion could be different in these changed
circumstances.
This report is also based upon financial and other information provided by EROAD, Coretex and their
respective advisers. Grant Samuel has considered and relied upon this information. Grant Samuel believes
that the information provided was reliable, complete and not misleading and has no reason to believe that
any material facts have been withheld.
The information provided to Grant Samuel has been evaluated through analysis, enquiry, and review for the
purposes of assessing the Proposed Transaction. However in such assignments time is limited and Grant
Samuel does not warrant that these enquiries have identified or verified all of the matters which an audit,
extensive examination or “due diligence” investigation might disclose. While Grant Samuel has made what
it considers to be appropriate enquiries for the purposes of forming its opinions, “due diligence” of the type
undertaken by companies and their advisers in relation to, for example, product disclosure statements or
profit forecasts is beyond the scope of an independent expert.
The limited timeframe restricts the ability to undertake a detailed investigation of EROAD or Coretex. Grant
Samuel has not undertaken a due diligence investigation of EROAD or Coretex. In addition, preparation of
this report does not imply that Grant Samuel has audited in any way the management accounts or other
records of EROAD or Coretex. It is understood that, where appropriate, the accounting information provided
to Grant Samuel was prepared in accordance with generally accepted accounting practice and in a manner
consistent with methods of accounting used in previous years.
An important part of the information base used in forming an opinion of the kind expressed in this report is
the opinions and judgement of the management of the relevant enterprise. That information was also
evaluated through analysis, enquiry and review to the extent practicable. However, it must be recognised
that such information is not always capable of external verification or validation.
The information provided to Grant Samuel included projections of future revenues, expenditures, profits and
cash flows of EROAD and Coretex was prepared by their respective management teams and advisers. Grant
Samuel has used these projections for the purpose of its analysis. Grant Samuel has assumed that these
48
projections were prepared accurately, fairly and honestly based on information available to management at
the time and within the practical constraints and limitations of such projections. It is assumed that the
projections do not reflect any material bias, either positive or negative. Grant Samuel has no reason to
believe otherwise.
However, Grant Samuel in no way guarantees or otherwise warrants the achievability of the projections of
future profits and cash flows for EROAD and Coretex. Projections are inherently uncertain. Projections are
predictions of future events that cannot be assured and are necessarily based on assumptions, many of which
are beyond the control of management. The actual future results may be significantly more or less favourable.
To the extent that there are legal issues relating to assets, properties, or business interests or issues relating
to compliance with applicable laws, regulations, and policies, Grant Samuel assumes no responsibility and
offers no legal opinion or interpretation on any issue. In forming its opinion, Grant Samuel has assumed,
except as specifically advised to it, that:
§ the title to all such assets, properties, or business interests purportedly owned by EROAD and Coretex
is good and marketable in all material respects, and there are no material adverse interests,
encumbrances, engineering, environmental, zoning, planning or related issues associated with these
interests, and that the subject assets, properties, or business interests are free and clear of any and all
material liens, encumbrances or encroachments;
§ there is compliance in all material respects with all applicable national and local regulations and laws,
as well as the policies of all applicable regulators other than as publicly disclosed, and that all required
licences, rights, consents, or legislative or administrative authorities from any government, private
entity, regulatory agency or organisation have been or can be obtained or renewed for the operation
of the businesses of EROAD and Coretex, other than as publicly disclosed;
§ various contracts in place and their respective contractual terms will continue and will not be materially
and adversely influenced by potential changes in control; and
§ there are no material legal proceedings regarding the business, assets or affairs of EROAD and Coretex,
other than as publicly disclosed.
3. Disclaimers
It is not intended that this report should be used or relied upon for any purpose other than as an expression
of Grant Samuel’s opinion as to the merits of the Proposed Transaction. Grant Samuel expressly disclaims
any liability to any EROAD security holder who relies or purports to rely on the report for any other purpose
and to any other party who relies or purports to rely on the report for any purpose whatsoever.
This report has been prepared by Grant Samuel with care and diligence and the statements and opinions
given by Grant Samuel in this report are given in good faith and in the belief on reasonable grounds that such
statements and opinions are correct and not misleading. However, no responsibility is accepted by Grant
Samuel or any of its officers or employees to the extent allowed by law for errors or omissions however
arising in the preparation of this report, provided that this shall not absolve Grant Samuel from liability arising
from an opinion expressed recklessly or in bad faith.
Grant Samuel has had no involvement in the preparation of the Notice of Meeting issued by EROAD and has
not verified or approved any of the contents of the Notice of Meeting. Grant Samuel does not accept any
responsibility for the contents of the Notice of Meeting.
49
4. Independence
Grant Samuel and its related entities do not have any shareholding in or other relationship or conflict of
interest with EROAD or Coretex that could affect its ability to provide an unbiased opinion in relation to the
Proposed Transaction. Grant Samuel had no part in the formulation of the Proposed Transaction. Its only
role has been the preparation of this report. Grant Samuel will receive a fixed fee for the preparation of this
report. This fee is not contingent on the outcome of the Proposed Transaction. Grant Samuel will receive
no other benefit for the preparation of this report.
5. Sources of Information
The following information was used and relied upon without independent verification in preparing this report:
Publicly Available Information
§ annual reports for EROAD for FY18-FY20;
§ EROAD NZX announcements;
§ EROAD Notice of Meeting;
§ brokers’ reports and press articles on EROAD and the telematics industry; and
§ share market data and related information on EROAD and other businesses engaged in the telematics
industry.
Non Public Information Provided by EROAD
§ EROAD/Coretex joint business plan;
§ EROAD/Coretex EY Synergies and MergeCo valuation; and
§ transaction related presentations (including presentations from financial advisers).
Non Public Information Provided by Coretex
§ Coretex Board minutes May 2018-February 2021;
§ Coretex annual reports FY18-FY20;
§ Coretex five year forecast model;
§ Coretex FY22 budget;
§ confidential industry reports; and
§ due diligence report and other information provided in the Coretex virtual data room.
Grant Samuel has also had discussions with and obtained information from Senior Management of EROAD
and Coretex.
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6. Declarations
EROAD has agreed that it will indemnify Grant Samuel and its employees and officers in respect of any liability
suffered or incurred as a result of or in connection with the preparation of the report. This indemnity will
not apply in respect of the proportion of any liability found by a Court to be primarily caused by any conduct
involving gross negligence or wilful misconduct by Grant Samuel. EROAD has also agreed to indemnify Grant
Samuel and its employees and officers for time spent and reasonable legal costs and expenses incurred in
relation to any inquiry or proceeding initiated by any person. Where Grant Samuel or its employees and
officers are found to have been grossly negligent or engaged in wilful misconduct Grant Samuel shall bear
the proportion of such costs caused by its action. Any claims by EROAD are limited to an amount equal to
the fees paid to Grant Samuel.
Advance drafts of this report were provided to the directors and executive management of EROAD. Certain
changes were made to the drafting of the report as a result of the circulation of the draft report. There was
no alteration to the methodology, evaluation or conclusions as a result of issuing the drafts.
7. Consents
Grant Samuel consents to the issuing of this report in the form and context in which it is to be included with
the Notice of Meeting to be sent to security holders of EROAD. Neither the whole nor any part of this report
nor any reference thereto may be included in any other document without the prior written consent of Grant
Samuel as to the form and context in which it appears.
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APPENDIX B – INTERPRETATION OF MULTIPLES
Earnings multiples are normally benchmarked against two primary sets of reference points:
§
the multiples implied by the share prices of listed peer group companies; and
§
the multiples implied by the prices paid in acquisitions of other companies in the same industry.
In interpreting and evaluating such data it is necessary to recognise that:
§
multiples based on listed company share prices do not include a premium for control and are therefore
often (but not always) less than multiples that would apply to acquisitions of controlling interests in
similar companies. However, while the premium paid to obtain control in takeovers is observable
(typically in the range 20-35%) it is inappropriate to simply add a premium to listed multiples. The
premium for control is an outcome of the valuation process, not a determinant of value. Premiums are
paid for reasons that vary from case to case and may be substantial due to synergy or other benefits
available to the acquirer. In other situations premiums may be minimal or even zero. There are
transactions where no corporate buyer is prepared to pay a price in excess of the prices paid by share
market investors;
§
acquisition multiples from comparable transactions are therefore usually seen as a better guide when
valuing 100% of a business but the data tends to be less transparent and information on forecast earnings
is often unavailable;
§
the analysis will give a range of outcomes from which averages or medians can be determined but it is
not appropriate to simply apply such measures to the company being valued. The most important part
of valuation is to evaluate the attributes of the specific company being valued and to distinguish it from
its peers so as to form a judgement as to where on the spectrum it belongs;
§
acquisition multiples are a product of the economic and other circumstances at the time of the
transaction. However, each transaction will be the product of a unique combination of factors, including:
• economic factors (e.g. economic growth, inflation, interest rates) affecting the markets in which
the company operates;
• strategic attractions of the business – its particular strengths and weaknesses, market position of
the business, strength of competition and barriers to entry;
• the company’s own performance and growth trajectory;
• rationalisation or synergy benefits available to the acquirer;
• the structural and regulatory framework;
• investment and share market conditions at the time, and
• the number of competing buyers for a business;
§
acquisitions and listed companies in different countries can be analysed for comparative purposes, but it
is necessary to give consideration to differences in overall share market levels and rating between
countries, economic factors (economic growth, inflation, interest rates), market structure (competition
etc.) and the regulatory framework. It is not appropriate to adjust multiples in a mechanistic way for
differences in interest rates or share market levels;
§
acquisition multiples are based on the target’s earnings but the price paid normally reflects the fact that
there were cost reduction opportunities or synergies available to the acquirer (at least if the acquirer is a
“trade buyer” with existing businesses in the same or a related industry). If the target’s earnings were
adjusted for these cost reductions and/or synergies the effective multiple paid by the acquirer would be
lower than that calculated on the target’s earnings;
52
§
while EBITDA multiples are commonly used benchmarks they are an incomplete measure of cash flow.
The appropriate multiple is affected by, among other things, the level of capital expenditure (and working
capital investment) relative to EBITDA. In this respect:
• EBIT multiples can in some circumstances be a better guide because (assuming depreciation is a
reasonable proxy for capital expenditure) they effectively adjust for relative capital intensity and
present a better approximation of free cash flow. However, capital expenditure is lumpy and
depreciation expense may not be a reliable guide. In addition, there can be differences between
companies in the basis of calculation of depreciation; and
• businesses that generate higher EBITDA margins than their peer group companies will, all other
things being equal, warrant higher EBITDA multiples because free cash flow will, in relative terms,
be higher as capital expenditure.
53
APPENDIX C – TRANSACTION EVIDENCE
The most reliable evidence as to the value of a business is the price at which the business or a comparable business
has been bought and sold in an arm’s length transaction. A selection of recent transactions involving Telematics
businesses is set out below:
RECENT TRANSACTION EVIDENCE
DATE TARGET ACQUIRER
IMPLIED ENTERPRISE
VALUE
(MILLIONS)
REVENUE MULTIPLE (TIMES)
HISTORIC FORECAST
Apr 21
ORBCOMM GI Manager
US$1,187 4.7 4.2
Jan 20 Lytx Permia Funds CA$1,536 5.2 n.a.
Jan 20 Coretex Capital raising NZ$108 2.4 n.a.
Apr 19 BSM Technologies Geotab CA$133 1.9 1.8
Apr 19 ContainerChain Wisetech Global A$92 5.7 n.a.
Apr 19 Synovia Solutions CalAmp US$50 1.8 n.a.
Mar 19 Pointer Telocation ID Systems US$137 1.8 1.5
Jan 19 TomTom Telematics Bridgestone Europe EUR906 5.2 n.a.
Oct 17 BlueTree Systems ORBCOMM US$43 2.0 2.0
Jun 17
Inthinc ORBCOMM
US$35 2.0 2.0
Aug 16
Telogis Verizon
US$900 9.0 5.6
Aug 16
Fleetmatics Verizon
US$2,184 7.0 5.8
Jun 15
Digicore Inseego
US$93 1.3 n.a.
Jun 12
Hughes Telematics Verizon
US$713 9.2 6.6
Average 4.2 3.7
Median 3.6 3.1
Grant Samuel analysis
13
n.a. means not available.
A brief description of each of the transactions is provided below:
ORBCOMM Inc. / GI Manager
On 8 April 2021, ORBCOMM Inc. (ORBCOMM) announced that entered into an agreement to be acquired by
private investment firm GI Partners for US$11.50 per share in cash, implying an enterprise value of approximately
US$1.1 billion. The purchase price represented a 52% premium to ORBCOMM’s closing share price on 7 April
2021, the day before the deal was announced. ORBCOMM is a provider of IoT and telematics solutions and the
company generated total revenues in 2020 of $248m and adjusted EBITDA of US$55m. 64% of its revenues were
from services and 36% were from product sales. The company has 725 people comprising 305 engineers and has
15 offices globally. GI Partners will focus on advancing ORBCOMM’s growth strategy by investing in key areas such
as sales, marketing and innovation. The purchase price implies multiples of 4.7 times historical revenue and 4.2
times forecast revenue. As well as providing telematics solutions, ORBCOMM also owns its own satellite
infrastructure. GI Manager plans to invest in key areas of the business such as sales, marketing and innovation to
support the company’s expansion. The transaction is expected to close in the second half of 2021.
_________________________________________________________________________________________________________________________________________________________
13
Grant Samuel analysis based on company announcements and, in the absence of company published financial forecasts, brokers’ reports.
Where company financial forecasts are not available, the median of the financial forecasts prepared by a range of brokers has generally
been used to derive relevant forecast value parameters. The source, date and number of broker reports utilised for each company depends
on analyst coverage, availability and recent corporate activity.
54
Lytx Inc / Permia Funds
On 8 January 2020 Lytx Inc. announced that it had signed an agreement for a funding round that would result in a
majority stake in the company being acquired by Permira Advisers and other investors including the Canadian
Pension Plan. The round was raised at a post money valuation of US$2.5 billion. The capital raising implied a
multiple of 5.2 times Lytx’s historical revenues. The revenue multiple implied by the capital raising reflects the
company’s strong growth track record and its attractive video based technology.
Coretex / Capital raising
In FY19 Coretex raised approximately $10.1 million of new capital from the issue of shares and convertible
notes and FY20 Coretex issued $4 million of shares. In both capital raising events the equity was raised at $1.23
per share. In FY20 this implied an equity value of approximately $108 million which implied a
historical revenue multiple of approximately 2.4 times. The transactions did not materially impact the level of
control in Coretex and therefore it reflects the value of a portfolio interest at that time. The last share issuance at
this price was in January 2020 when an option was exercised.
Synovia Solutions / Cal Amp
On 15 April 2019 CalAmp Corp. (CalAmp) announced that it had acquired Synovia Solutions LLC for approximately
US$50 million in cash. Synovia is a North American market leader in fleet safety and management for K-12 school
bus and state and local government fleets. In 2018 Synovia posted over US$28 million in SaaS recurring revenue
with double digit growth and EBITDA margins of approximately 30%. The acquisition boosted CalAmp’s high value
SaaS revenue and builds its fleet management and vehicle safety portfolio across the US and Canada. The purchase
price implies a revenue multiple of 1.8 times. CalAmp is a listed comparable company.
BSM Technologies Inc. / Geotab Inc.
On 8 April 2019, Geotab Inc. (Geotab) entered into an agreement to acquire BSM Technologies Inc. (BSM) from
various shareholders for CA$117.3 million. BSM provides GPS fleet and asset management solutions in Canada,
the United States and internationally. For the trailing 12 months to 31 March 2018 BSM generated EBITDA of
CA$2.9m on revenues of CA$60 million. In the 3 months to 31 December 2018, subscription services contributed
73% of revenue, hardware products contributed 21% of revenue and the remaining revenue was from professional
services. The acquisition allowed BSM’s technology and know-how in important verticals such as government and
rail to be made available through Geotab’s fleet management platform. Geotab develops and manufactures fleet
management and vehicle tracking products. The purchase price implied multiples of 1.8 times forecast revenues
and 1.9 times historical revenues.
Containerchain / Wisetech Global
On 26 February 2019, Wisetech Global Limited (Wisetech) announced that it had agreed to acquire Containerchain
for A$98 million. Containerchain is a leading provider of container optimisation solutions to the container shipping
and landside container logistics industry in Asia Pacific, Europe and the United States. Containerchain’s solutions
provide real time tracking, automation, connectively, operational planning and container visibility across the
supply chain and covers more than 5 million import and export container movement notifications annually. The
purchase price implied a multiple of 6.4 times historical revenue. Containerchain was a strategic acquisition for
Wisetech because it provided the technology for being able to provide additional visibility, notifications and
decision making capability to Wisetech’s existing offering.
Pointer Telocation / ID Systems Inc.
On 13 March 2019, I.D. Systems Inc. (now known as PowerFleet, Inc.) entered into an agreement to acquire Pointer
Telocation Ltd (Pointer) for approximately US$140 million. The consideration was paid as $8.50 per share in cash
and 1.272 shares per each Pointer share held. Pointer provides mobile resource management (MRM) products
and services for the automotive and insurance industries. For the 12 months to 31 December 2018, the company
generated EBITDA of US$12.7m on revenues of US$77.8m (16.3% EBITDA margin) and EBIT of US$10.1m (13% EBIT
margin). PowerFleet provides telematics software and solutions to fleet owners of material handling equipment,
heavy duty and light duty trucks, tractor trailers, containers, cargo and vehicles. The purchase price implied
multiples of 1.8 times historical revenue and 1.5 times forecast revenue. The acquisition combined ID Systems’
55
market and product leadership in North America with Pointer’s technology leadership, supply chain acumen and
broad international footprint. Powerfleet is a listed comparable company.
Tomtom Telematics / Bridgestone Europe
On 22 January 2019, Bridgestone Europe NV/SA entered into an agreement to acquire TomTom Telematics BV
(renamed Webfleet in October 2019) from TomTom N.V. for EUR 910 million in cash. In 2018 Webfleet generated
EBIT of EUR 52.6 million on revenues of EUR 174 million (30% EBIT margin). Webfleet provides SaaS solutions for
fleet management including vehicle telematics solutions including the WEBFLEET platform to avoid traffic jams
and inefficient driving. At the time of the acquisition Webfleet had 670 employees and was the leading telematics
provider in Europe. This transaction was Bridgestone’s major entry into the telematics industry.
Headquartered in Tokyo, Bridgestone manufactures and supplies types internationally and is the world’s largest
tyre and rubber company. Bridgestone Europe is present in 38 countries in the region employing 18,300 people
across 15 tyre plants. TomTom is a provider of maps, navigation software and real-time traffic information and
services. The purchase price implied a multiple of 5.2 times historic revenues.
Fleetmatics Group PLC / Verizon Communications
On 1 August 2016, Verizon Communications Inc. (Verizon) entered into an agreement to acquire Fleetmatics
Group PLC Fleetmatics for US$60 per share in cash, implying an equity value of approximately US$2.35 billion.
Fleetmatics provides SaaS mobile workforce solutions for small and medium sized businesses globally. The
company’s products offer fleet operators with visibility into vehicle location, fuel usage, speed and mileage and
other insights. At the time of the acquisition Fleetmatics was a market leader in North America with over 37,000
customers and 737,000 subscribers and a team of 1,200 people. Following the acquisition, Verizon’s telematics
business comprised Verizon Telematics, Fleetmatics and the Telogis Inc., which was also acquired closed on 29
July 2016. The purchase price implied multiples of 5.8 times forecast revenues and 7.0 times historic revenues. As
an owner and operator of telecommunications infrastructure, Verizon can generate synergies from using its own
infrastructure to deliver telematics services.
Telogis / Verizon Communications
On 21 June 2016, Verizon signed an agreement to acquire Telogis Inc for an enterprise value of US$900 million.
Telogis provides fleet management solutions. Its solutions include Telogis Fleet, which provides real-time location
and status for various assets on one dashboard, Telogis Progression, a Software-as-a-Service work order
management solution that includes job creation, routing, mobile asset management and monitoring, and real-
time communication; Telogis Mobile that enables companies to stay connected to their workers through two-way
messaging, forms, work orders, and commercial navigation; and Telogis Route that reduce miles and travel times
with optimized planned routes and instant reroutes, as well as actual vs. planned reporting. The transaction
implied multiples of 9.0 times historical revenue and 5.6 times forecast revenue.
Digicore Holdings Limited / Inseego Corp.
On 18 June 2015 Novatel Wireless Inc. (now Inseego Corp) made a non-binding offer to acquire DigiCore Holdings
Limited (DigiCore) for approximately ZAR 960 million from various shareholders. Digicore designs, manufactures,
sells and supports GPS/GSM fleet management and vehicle tracking solutions in South Africa and internationally.
The business was later rebranded as CTrack under the Inseego’s ownership. For the 12 months ended 31 March
2015, Digicore generated EBITDA of ZAR 102 million on revenues of ZAR 887 million (11.5% EBITDA margin). At
the time of the acquisition Digicore had 980 employees. Inseego provides 4G/5G and intelligent IoT device-to-
cloud solutions in the USA. The purchase price implied multiples of 1.3 times historic revenues.
56
Blue Tree Systems and inthinc / ORBCOMM
During 2017 ORBCOMM acuired Blue Tree Systems for an enterprise value of US$42.5 million and inthinc for an
enterprise value of US$60 million. Both companies were acquired for multiples of approximately 2.0 times historic
revenue. Blue Tree Systems provides fleet management solutions for both refrigerated and unrefrigerated trucks
and trailers and had 300 customers and inthinc provided fleet management solutions to more than 100 customers
who operate large commercial fleets. The acquisitions of both companies strengthened ORBCOMM’s offering so
that it could offer a more complete telematics solution covering nearly every asset class including in-cab, fleet
vehicles, refrigerated assets and dry vans. ORBCOMM is a listed comparable company that is currently subject to
a takeover.
Hughes Telematics / Verizon
On 1 June 2012 Verizon Communications Inc. signed an agreement to acquire Hughes Telematics Inc. (Hughes) for
approximately US$570m including the assumption of debt, implying an enterprise value of approximately US$713
million. The acquisition expanded Verizon’s capabilities in the automotive fleet telematics market and accelerated
its growth in key vertical segments including the emerging machine-to-machine, or M2M, segment. The purchase
price implied a multiple of 6.6 times forecast revenue.
57
APPENDIX D – SHAREMARKET EVIDENCE
There are several listed international companies with operations in the Telematics industry. While none of these
companies are directly comparable to Coretex, sharemarket data does provide some guidance as to the multiples
at which a portfolio interest in its shares may trade:
SHAREMARKET RATINGS OF SELECTED LISTED FLEET TELEMATICS COMPANIES
14
ENTITY HEADQUARTERS
MARKET
CAP.
(NZ$
MILLIONS)
REVENUE MULTIPLES
HISTORIC
FORECAST
YEAR 1
FORECAST
YEAR 2
EROAD NZ 506 5.3 4.7 4.1
Inseego Corp. USA 1,400 3.5 4.3 3.5
ORBCOMM Inc. (pre takeover share price) USA 830 3.2 3.0 2.7
Powerfleet Inc. USA 350 2.6 2.2 1.8
Ituran Location & Control Limited USA 800 2.2 2.0 1.8
CalAmp Corp. USA 630 1.6 1.6 1.5
MiX Telematics USA 520
2.7 2.5 2.3
Quartix Technologies PLC
UK
460
8.8* 8.8* 8.3*
Average (excluding outlier)
3.0 2.9 2.5
Median (excluding outlier)
2.7 2.5 2.3
Grant Samuel analysis. n.m. means not meaningful =. * denotes outlier
The following points should also be noted when reviewing the table above:
§
EROAD is trading at a premium to most other fleet telematics businesses which comprise PowerFleet, Mix
Telematics, CalAmp and Ituran. These companies are all headquartered in the USA and trading at multiples
between 2.2-2.7 historical revenues and 2.0 to 2.5 times forecast revenues.
§
The comparable companies typically recognise hardware sales upfront when the systems are sold to the
customer. As such the revenue make up of each company varies from year to year depending on the level of
hardware sales and between companies based on how fast they are growing. On average, subscription and
recurring revenues comprised approximately 65% of revenues in the most recent financial period but the
range across the companies was between 37% to nearly 90%. On average across the telematics companies,
subscription and hardware revenues typically earn gross margins of 60% and 30% respectively.
§
The multiples are based on closing share prices as at 5 July 2021. The share prices, and therefore the
multiples, do not include a premium for control. Shares in a listed company normally trade at a discount to
the underlying value of the company as a whole.
§
Other listed companies that are involved in fleet telematics include Danaher Corporation, Vontier
Corporation (which owns Teletrac Navman), Trimble Inc., Verizon Communications Inc., Michelin and
Bridgestone. Danaher Corporation and Trimble are both very large technology businesses in the USA with
telematics only forming a small part of their overall businesses. Verizon is a very large telecommunications
business in North America and the size of its telematics business is not material compared to its other
operations. The primary businesses of Michelin and Bridgestone are the manufacture of tyres and associated
products. Vontier is involved in providing software products to the vehicle repair industry as well as providing
telematics solutions through its Teletrac Navman businesses. It is arguably the most comparable of the other
companies considered from this analysis. Vontier is trading at revenue multiples of 2.5 times historical
revenue and 2.4 times forecast revenues, which is in line with the median multiples for the telematics
companies.
_________________________________________________________________________________________________________________________________________________________
14
The companies selected have a variety of year ends. The financial information presented in the Historic column corresponds to the most
recent actual annual result. The forecast column corresponds to the forecast for the subsequent year.
58
§
There are considerable differences between the operations and scale of the comparable companies when
compared with Coretex. In addition, care needs to be exercised when comparing multiples of New Zealand
companies with internationally listed companies. Differences in regulatory environments, share market and
broader economic conditions, taxation systems and accounting standards hinder comparisons.
A summary of the comparable listed companies is outlined below:
Quartix Technologies Plc (AIM: QTX)
Quartix Technologies Plc (Quartix) was founded in 2001 in the UK and provides vehicle tracking systems for
operators in the US, the UK and Europe. The company operates in two segments, Total Fleet and Insurance. The
company’s systems have been installed in over 600,000 vehicles and the company has more than 19,000 fleet
customers. In 2020 Quartix generated adjusted EBITDA of GBP 7.9 million on revenues of GBP 25.8 million (30.6%
EBITDA margin). Subscription revenues represented 94% of total revenues in 2020. Quartix is trading at higher
revenue multiples relative to its peer companies (8.8 times historical and forecast revenues). The company has a
strong track record of growth and the outlook is for continued strong subscription growth in Europe and the USA,
which have large addressable markets and where Quartix has low market share. Quartix’s EBIT margin is
approximately 28% with good cash flow conversion from its SaaS subscription revenue base.
ORBCOMM Inc. (NasdaqGS:ORBC)
Founded in 1993, ORBCOMM Inc (ORBCOMM) is a global provider of industrial IoT and machine-to-machine
communication solutions that remotely track, monitor and control fixed and mobile assets. In 2020, ORBCOMM
recorded adjusted EBITDA of US$55 million on total revenues of US$248 million. 64% of revenues were from
services and 36% from product sales. In 2020, the company generated 56% its revenue from the transportation
market, 18% from the marine market, 14% from heavy equipment, 5% from natural resources and 7% from
government and other markets. The company has 725 employees with 305 engineering personnel and operates
from 15 global offices.
On 8 April 2021, private equity firm GI Partners entered into an agreement to acquire ORBCOMM for
approximately US$940 million. The acquisition price implies multiples of 4.2 times forecast 2021 revenues and
4.7 times historical 2020 revenues. The transaction is expected to close following the satisfaction of customary
closing conditions, including approval by ORBCOMM stockholders and the receipt of required regulatory approvals.
Prior to the announcement of the acquisition ORBCOMM’s market capitalisation was approximately US$600
million and the company was trading at multiples of 3.2 times historical revenue and 3.0 times forecast revenues.
Inseego Corp. (NasdaqGS: INSG)
Founded in 1996, Inseego Corp (Inseego) designs and develops of fixed and mobile wireless solutions, industrial
internet of things and cloud solutions worldwide. The two primary business divisions are IoT & Mobile and
Telematics & Asset Tracking. IoT and mobile focuses on applications for large enterprises. These applications
include city infrastructure management, remote monitoring and control and enterprise connectivity. This division
contributed 83% of Inseego’s total revenues during 2020. Its Telematics & Asset Tracking division designs,
develops and sells a range of asset management and monitoring systems using GPS satellite positioning, advanced
cellular communications and advanced sensory technologies. The fleet telematics business of this division trades
as Ctrack. This business contributed 17% of Inseego’s revenues in 2020. Inseego is trading at 3.5 times historical
revenue and 4.3 times forecast revenues.
59
PowerFleet, Inc. (NasdaqGM:PWFL)
PowerFleet Inc (PowerFleet) was incorporated in 1993 and provides wireless Internet-of-Things and machine-to-
machine solutions in the United States, Israel, and internationally. It provides telematics software and solutions
to fleet owners of material handling equipment, heavy duty and light duty trucks, tractor trailers, containers, cargo
and vehicles. During 2020, the company generated US$113m in revenues, of which approximately 60% was from
recurring sources. The company had greater than 590,000 monthly subscriptions as at 31 December 2020.
Adjusted EBITDA in 2020 was US$9.1m (8% adjusted EBITDA margin). PowerFleet is trading at 2.6 times historical
revenue and 2.2 times forecast revenue.
MiX Telematics Limited (JSE:MIX)
Founded in 1996 MiX Telematics Limited (MiX) provides fleet and mobile asset management solutions through a
software-as-a-service delivery model. MiX has more than 750,000 subscribers across more than 120 countries.
During FY20 MiX generated 63% of its revenues from premium fleet customers, 20% from light fleet customers
and 17% from asset tracking. MiX Telematics is trading at 2.7 times historical revenue and 2.5 times forecast
revenue.
CalAmp Corp. (NasdaqGS:CAMP)
CalAmp Corp (CalAmp) was founded in 1981 and is a provider of telematics systems to the transportation, logistics
and supply chain management industries. The company has more than 20 million connected telematics devices
and for the financial year ended 28 February 2021 the company generated revenues of US$309m. 42% of revenues
were from SaaS services and 58% from the sale of telematics systems. Approximately two thirds of revenue is
derived from the US market and approximately one third from international markets. CalAmp generated adjusted
EBITDA of US$32 million in FY21 (10% EBITDA margin). CalAmp is trading at 1.6 times historical and forecast
revenues.
Ituran Location and Control Limited (NasdaqGS: ITRN)
Ituran Location and Control Limited (Ituran) was incorporated in 1994 and provides location-based services and
wireless communications products. Ituran’s solutions comprise fleet management and tracking using GPS, stolen
vehicle recovery and usage based insurance using in-vehicle telematics. As of December 31, 2020, it served
approximately 17,680,000 end-users in Israel, Brazil, Argentina, Mexico, Ecuador, Colombia, and the United States.
Approximately 50% and 25%of its revenue was generated from Israel and Brazil respectively. Ituran is trading at
2.2 times historical revenue and 2.0 times forecast revenue.
---
1
14 July 2021
NZ RegCo
Level 1, NZX Centre
11 Cable Street
Wellington 6011
New Zealand
ASX Limited
20 Bridge Street
Sydney NSW 2000
Australia
EROAD LIMITED (NZX: ERD, ASX: ERD): NOTICE PURSUANT TO CLAUSE 20(1)(a) OF SCHEDULE 8 TO
THE FINANCIAL MARKETS CONDUCT REGULATIONS 2014
EROAD Limited (EROAD) has today announced that it will undertake a placement (the Placement),
share purchase plan (the Share Purchase Plan) and issue of EROAD shares to Coretex Limited
shareholders of new fully paid ordinary shares of the same class as already quoted on the NZX and the
ASX (together, the Offer).
Allotment of shares under the Offer is subject to shareholder approval at a special meeting of
shareholders on Friday 30 July 2021 commencing at 1pm (NZST).
Pursuant to clause 19 of Schedule 1 of the Financial Markets Conduct Act 2013 (FMCA), clause 20 of
Schedule 8 of the Financial Markets Conduct Regulations 2014 (FMC Regulations) and the Australian
Corporations Act 2001 (Cth) (Corporations Act), EROAD states that:
1 EROAD is making the Offer in reliance upon the exclusion in clause 19 of Schedule 1 of the FMCA
and is giving this notice under clause 20(1)(a) of Schedule 8 of the FMC Regulations.
2 EROAD will offer the ordinary shares for issue and issue the ordinary shares without disclosure
under Part 6D.2 of the Corporations Act.
3 EROAD is giving this notice under paragraph 708A(12J) of the Corporations Act (as notionally
inserted by ASIC Instrument 20-0854) and ASIC Corporations (Share and Interest Purchase Plans)
Instrument 2019/547 as amended by ASIC Instrument 20-0854.
4 As at the date of this notice, EROAD is in compliance:
4.1 with the continuous disclosure obligations that apply to it in relation to EROAD's quoted
ordinary shares and its obligations under rule 1.15.2 of the ASX Listing Rules; and
4.2 with its "financial reporting obligations" within the meaning set out in clause 20(5) of
Schedule 8 of the FMC Regulations.
5 As at the date of this notice, there is no information that is "excluded information" as defined in
clause 20(5) of Schedule 8 to the FMC Regulations in respect of EROAD.
The Offer is not expected to have any effect on the control of EROAD within the meaning set out in
clause 48 of Schedule 1 of the FMCA.
This notice has been authorised for release to NZX and ASX by:
Mark Heine
EVP, General Counsel
EROAD Limited
---
Corporate Action Notice
(Other than for a Distribution)
Updated as at 17 October 2019
Page 1 of 2
Section 1: issuer information (mandatory)
Name of issuer EROAD Limited
Class of Financial Product Ordinary shares
NZX ticker code ERD
ISIN (If unknown, check on NZX
website)
NZERDE0001S5
Name of Registry Computershare Investor Services Limited
Type of corporate action
(Please mark with an X in the relevant
box/es)
Share purchase
plan
X Renounceable
Rights issue
Capital
reconstruction
Non
Renounceable
Rights issue
Call Bonus issue
Record date 13/07/2021
Ex-Date (one business day before the
Record Date)
12/07/2021
Currency NZD / AUD
Section 6: Share purchase plans
Number of financial products to be
issued
OR
Maximum dollar amount of
Financial Products to be issued
Up to NZ$32,000 / A$30,000 per shareholder/beneficial
owner with a registered address in New Zealand or
Australia, for an aggregate offer size of NZ$16.1 million.
EROAD reserves the right to accept oversubscriptions at
its absolute discretion.
Minimum application amount (if
any)
No minimum application amount.
Exercise Price The lower of:
• The price paid by investors in EROAD’s placement
announced on 14 July 2021, being NZ$5.58 per
share; and
• the five day volume weighted average price of
EROAD shares traded on NZX during the five NZX
trading days up to, and including, the closing date
of the share purchase plan.
Scaling reference date By reference to holdings of eligible shareholders at the
Record Date.
Closing Date 3/08/2021
Allotment Date 13/08/2021
2 of 2
Section 7: Authority for this announcement (mandatory)
Name of person authorised to make this
announcement
Mark Heine
Contact person for this announcement Mark Heine
Contact phone number +64 27 973 2106
Contact email address mark.heine@eroad.com
Date of release through MAP 14/07/2021
---
EROAD
(NZX: ERD ASX: ERD)
ACQUISITION AND CAPITAL RAISE
INVESTOR PRESENTATION
14
JULY 2021
EROAD
EROAD + CORETEX
DISCLAIMER
Important notice
The following notice and disclaimer applies to this presentation (Presentation)
and you are therefore advised to read this disclaimer carefully before reading or
making any other use of this Presentation or any information contained in this
Presentation. By accepting this Presentation you represent and warrant that you
are entitled to receive the Presentation in accordance with the restrictions set out
below and agree to be bound by the limitations contained herein.
This Presentation is dated 14 July 2021, and has been prepared by EROAD
Limited (NZ company number 1036814, NZX:ERD; ASX:ERD) (EROAD or the
Company) to provide information in relation to (i) the proposed acquisition by
a subsidiary of EROAD of all the shares in Coretex Limited (Coretex) and (ii)
the placement of, and share purchase plan for, new ordinary fully paid shares in
EROAD (New Shares) (Offer) under clause 19 of Schedule 1 of the New Zealand
Financial Markets Conduct Act 2013 (FMCA) and pursuant to the provisions of the
ASIC Corporations (Share and Interest Purchase Plans) Instrument 2019/547 as
amended by ASIC Instrument 20-0854.
Information of a general nature
This Presentation contains summary information about EROAD and its activities
which is current only as at the date of this Presentation. The information in this
Presentation is of a general nature and does not purport to be complete nor does
it contain all the information which a prospective investor may require in evaluating
a possible investment in EROAD or that would be required in a product disclosure
statement, prospectus, or other disclosure document for the purposes of the FMCA
or the Australian Corporations Act 2001 (Cth). EROAD is subject to a disclosure
obligation that requires it to notify certain material information to NZX Limited
(NZX) and ASX Limited (ASX) for the purpose of that information being made
available to participants in the market and that information can be found by visiting
www.nzx.com/companies/ERD and www.asx.com.au. This Presentation should
be read in conjunction with EROAD’s other periodic and continuous disclosure
announcements released to NZX and ASX.
Not an offer
This Presentation is not a prospectus, product disclosure statement or other
offering document under New Zealand or Australian law, or any other law (and
will not be lodged with the New Zealand Companies Office, the Australian
Securities and Investments Commission (ASIC) or any other regulatory body).
This Presentation is not an invitation or offer of securities for subscription,
purchase or sale in any jurisdiction.
Any decision to acquire New Shares under the share purchase plan should be
made on the basis of the separate offer document to be lodged with NZX and
ASX (the Offer Document). Any Eligible Shareholder who wishes to participate
in the share purchase plan should review the Offer Document and apply in
accordance with the instructions set out in the Offer Document or as otherwise
communicated to the shareholder. The release, publication or distribution of this
Presentation (including an electronic copy) outside New Zealand or Australia
may be restricted by law. If you come into possession of this Presentation, you
should observe such restrictions. For further information, see section captioned
“International Selling Restrictions.” Any noncompliance with these restrictions
may contravene applicable securities laws.
Not for release to U.S. wire services or distribution in
the United States of America
This Presentation may not be released to U.S wire services or distributed in
the United States. This Presentation does not constitute an offer to sell, or a
solicitation of an offer to buy, any securities in the United States or any other
jurisdiction in which such an offer would be illegal. The New Shares have
not been, and will not be, registered under the U.S. Securities Act of 1933, as
amended (the U.S. Securities Act) or the securities laws of any state or other
jurisdiction of the United States. Accordingly, the New Shares may not be
offered or sold, in the United States, except in transactions exempt from, or not
subject to, the registration requirements of the U.S. Securities Act and any other
applicable securities laws of any state or other jurisdiction of the United States.
Not investment advice
This Presentation does not constitute legal, financial, tax, financial product advice
or investment advice or a recommendation by EROAD or its advisers to acquire
New Shares, and has been prepared without taking into account the objectives,
financial situation or needs of any individual.
Before making an investment decision, prospective investors should consider
the appropriateness of the information having regard to their own investment
objectives, financial situation and needs and consult an NZX Firm, ASX Broker, or
solicitor, accountant or other professional advisor if necessary.
02
DISCLAIMER
03
No guarantee
No person named in this Presentation (nor any other person) guarantees the New
Shares to be issued pursuant to the Offer or warrants the future performance of EROAD
or any return on any investment made pursuit to this presentation.
Future performance
Certain statements made in this Presentation are ‘forward-looking statements’. These
forward-looking statements are not historical facts but rather are based on EROAD’s
current expectations, estimates, beliefs, assumptions and projections about EROAD,
Coretex, the industries in which EROAD and Coretex operate, the outcome and
effects of the Offer and use of proceeds. These forward-looking statements include
statements about EROAD’s expectations about the performance of EROAD and
Coretex’s businesses, statements about the future performance of EROAD and Coretex,
and statements about the use of proceeds from the Offer. Forward looking statements
can generally be identified by the use of forward looking words such as “anticipate”,
“believe”, “expect”, “project”, “forecast”, “estimate”,“likely”, “intend”, “should”, “will”,
“could”, “may”, “target”, “plan” and other similar expressions within the meaning of
securities laws of applicable jurisdictions. Indications of, and guidance or outlook on
future earnings, distributions or financial position or performance are also forward
looking statements. These statements are not guarantees of future performance and
are subject to known and unknown risks, uncertainties and other factors, many of
which are beyond the control of EROAD, its directors and management, are difficult to
predict and may involve significant elements of subjective judgment and assumptions
as to future events which may not be correct and could cause actual results to differ
materially from those expressed in the forward-looking statements. EROAD cautions
shareholders and prospective shareholders not to place undue reliance on these
forward-looking statements, which reflect EROAD’s views only as of the date of this
release. There can be no assurance that actual outcomes will not differ materially from
these forward-looking statements.
The forward-looking statements made in this Presentation relate only to events as of the
date on which the statements are made. EROAD will not release publicly any revisions
or updates to these forward looking statements to reflect events, circumstances or
unanticipated events occurring after the date of this release except as required by law
or by any appropriate regulatory authority.
Past performance
Investors should note that past performance, including past share price performance of
EROAD and pro forma historical information in this Presentation, is given for illustrative
purposes only and cannot be relied upon as an indicator of (and provides no guidance
as to) future EROAD performance including future share price performance. The pro
forma historical information is not represented as being indicative of EROAD’s views on
its future financial condition and/or performance. Investors should also note that the pro
forma historical financial information is for illustrative purpose only and does not purport
to be in compliance with Article 11 of Regulation S-X of the rules and regulations of the
U.S. Securities and Exchange Commission (the “SEC”).
Investors should be aware that certain financial information included in this presentation
are “non-IFRS” and “non-GAAP” financial measures under Regulation G of the U.S.
Securities Exchange Act of 1934, as amended.
These non-IFRS/non-GAAP financial measures do not have a standardised meaning
prescribed by New Zealand Accounting Standards and therefore may not be
comparable to similarly titled measures presented by other entities, and should not be
construed as an alternative to other financial measures determined in accordance with
New Zealand Accounting Standards. Although the Company believes that these non-
IFRS /non-GAAP financial measures provide useful information to users in measuring
the financial position of its business, investors are cautioned not to place undue reliance
on any non-IFRS /non-GAAP financial measures and ratios included in this presentation.
Accounting standards and adjustments
EROAD and Coretex’s financial statements are prepared in accordance with Generally
Accepted Accounting Practice in New Zealand (NZ GAAP). EROAD’s financial
statements comply with New Zealand equivalents to International Reporting Standards
(NZ IFRS) for Tier 1 entities, other New Zealand accounting standards, and authoritative
notices that are applicable to entities that apply NZ IFRS. The financial statements also
comply with International Financial Reporting Standards (IFRS). Coretex’s financial
statements comply with New Zealand equivalents to International Reporting Standards
Reduced Disclosure Regime (NZ IFRS RDR) for Tier 2 entities, on the basis that it does
not have public accountability and is not a large for-profit public sector entity, and other
applicable Financial Reporting Standards as appropriate for for-profit entities. Coretex
recognises hardware and subscription revenue along with associate costs in the year
it occurs. EROAD recognises both revenues over the term of the subscription contract.
To enable comparison with EROAD, Coretex’s revenue and associated costs have been
adjusted to align with the term of the service obligation. Coretex has not recognised
intangible assets resulting from R&D investment. To enable comparison with EROAD an
asset has been capitalised in the financials of Coretex for FY20 – FY22.
CONTENTS
04
05
Executive Summary
10
Acquisition of Coretex
19
Financial Impact
23
Acquisition Funding and
Equity Raising Details
28
Appendices
What we will cover
1.Quick intro of Tracey, AK and Selwyn
2.A few numbers to frame the conversation
3.Looking at our customers problems
4.Our Telematics to Industrial IoT journey
5.The products we deliver
EXECUTIVE SUMMARY
05
Strategic
Rationale
• Acquisition accelerates EROAD’s key growth metrics by 2 years enabling it to capture the significant growth opportunity in North America and Australia
• Significantly accelerates growth by adding new strategic verticals and broadening product market fit and customer base
• Increases growth velocity toward 250,000 units and positions EROAD to become a bigger player in the global telematics market
Acquisition
Consideration
• EROAD has conditionally agreed to acquire Coretex for $157.7m upfront consideration and $30.6m contingent consideration. The contingent
consideration is payable in FY23 on the achievement of certain performance milestones.
1
Coretex
• Coretex is a telematics vertical specialist provider delivering enterprise grade solutions with connected units in North America, Australia and New Zealand
• Focused on high growth key verticals of less than a truck load (LTL), refrigerated transport, construction, and waste & recycling
• Forecast to deliver $50-53m of AMRR in FY22
EROAD (post
acquisition)
• EROAD and Coretex have complementary technologies, development teams, platforms and customer solutions
• EROAD will now be able to provide proven tailored solutions for optimising operations in specific verticals, and
well-recognised compliance expertise for broader fleet management
• Combined capability will better enable EROAD to capture ESG opportunities
THE ACQUISITION IS TRANSFORMATIONAL AND SIGNIFICANTLY
ACCELERATES EROAD’S KEY GROWTH STRATEGIES
1
See page 38 for further details on the Acquisition terms
EXECUTIVE SUMMARY
06
Financial
Impact
• The acquisition drives synergies and accelerates revenue growth by adding new strategic verticals, providing broader product market fit and
increasing customer base
• Attractive acquisition multiple
• 3.1x EV/FY22 AMRR
2
based on the payment of the upfront consideration of $157.7m
• 3.7x EV/FY22 AMRR
2
based on the payment of the additional $30.6m (payable in FY23)
• Accretive from an earnings basis in FY23, following growth investment in FY22 to drive synergies
Acquisition
Funding
• Up to $92.3m cash consideration funded by $64.4m fully underwritten conditional placement (“Placement”), $16.1m share purchase plan (“SPP”) and $11.8m of
existing cash
• Offer price of NZ$5.58 / A$5.25 per New Share representing a 9.2% discount to the last closing price on ASX of A$5.78 on 13 July 2021 and a 9.2% discount to
the five day volume weighted average price on ASX of A$5.78 on 13 July 2021. The issue price of NZ$5.58 reflects a 9.2% discount to the last closing price on
NZX of NZ$6.15 on 13 July 2021 and a 9.5% discount to the five day volume weighted average on NZX of NZ$6.17 on 13 July.
• Up to $96m scrip consideration comprising issue of 16m new fully paid ordinary EROAD shares at issue price of $6 per share, resulting in Coretex
shareholders having a 14.2% interest in EROAD following completion of the Placement, Share Purchase Plan and Acquisition (assuming contingent
consideration payable in full and SPP raises full $16.1)
Independent
Report
• Grant Samuel independent report concluded the strategic rationale for the proposed acquisition is sound and management’s assessment of the potential
synergy benefits appears reasonable.
Regulatory
Approval
• Acquisition subject to clearance from the NZ Commerce Commission in relation to Coretex’s New Zealand’s business (14% of Coretex’s FY21 units) and Overseas
Investment Office (OIO) consent
• Acquisition expected to complete early H2 FY22
The Board
• Steven Newman, Graham Stuart, Susan Paterson and Tony Gibson (or interests associated with them) will all be participating in the capital raise. Steven Newman
(or interests associated with him) will be participating In the capital raise for A$3m.
• Selwyn Pellett, CEO of Coretex, will join EROAD’s Board as an Executive Director and be an advisor to EROAD CEO Steven Newman during the integration period.
No further changes to EROAD’s Board or Management team as a result of the transaction.
THE ACQUISITION ADDS NEW STRATEGIC VERTICALS, PROVIDES BROADER PRODUCT
MARKET FIT AND INCREASED CUSTOMER BASE DRIVING SYNERGIES AND REVENUE GROWTH
2
Based on midpoint of $51.5m for Coretex FY22 stand-alone AMRR guidance (see page 20)
07
STRATEGIC RATIONALE
The Acquisition is transformational and significantly
accelerates EROAD’s key growth metrics by 2 years
Increased product market fit with proven technology solutions for refrigerated
transport, construction, less than a truckload (LTL) and waste & recycling -
significantly increasing EROAD’s addressable market
Increasing Enterprise grade product solutions as well as gaining a number of key
flagship Enterprise accounts which increases ability to win Enterprise customers
Gaining Coretex’s next generation platform provides EROAD the ability to
accelerate its technology and product roadmaps with the combined expertise of
product and engineering teams
Delivering 64,177
3
units in North America, Australia and New Zealand significantly
lifting market position in both North America and Australia
Increases growth velocity toward 250,000 units and positions EROAD to become
a bigger player in the global telematics market
3
As at 31 March 2021
08
A TRANSFORMATIONAL ACQUISITION
Increased scale in North America and Australia
70% NZ
28% NA
2% AU
51% NZ
43% NA
6% AU
40% ENTERPRISE
60% SMB
53% ENTERPRISE
47% SMB
Increase in Enterprise customers
30%
24
%
9%
9%
28%
Entry into key strategic verticals
CONSTRUCTION &
CIVIL ENGINEERING
FREIGHT & ROAD TRANSPORT
AGRICULTURE/FORESTRY
SERVICES & TRADE
OTHER
23%
30%
6%
6%
13%
21%
1%
CONSTRUCTION &
CIVIL ENGINEERING
FREIGHT & ROAD TRANSPORT
AGRICULTURE/FORESTRY
SERVICES & TRADE
OTHER
REFRIGERATED TRANSPORT
WASTE
FY21 KEY METRICS
EROADEROAD + CORETEX
(PROFORMA)
FY21 CUSTOMER MIX
EROADEROAD + CORETEX
(PROFORMA)
$
91.6m
REVENUE
$
138.2m
4
REVENUE
$
30.7m
EBITDA
$
46.8m
4
EBITDA
$
88.4m
AMRR
$
131.1m
4
AMRR
126,203
UNITS
190,380
UNITS
$
58.30
ARPU
$
58.10
5
ARPU
94.9%
ASSET RETENTION RATE
91.6%
6
ASSET RETENTION RATE
4
Coretex’s audited financial accounts have been adjusted to make the accounting consistent
with EROAD as outlined in the disclaimer on page 3.
5
20 cent reduction in ARPU reflects the 53% of Coretex’s units that are refrigerated trailer units
6
Excluding Coretex’s fleet reduction (during COVID-19) EROAD + Coretex’s FY21 Proforma
Asset Retention Rate would have been 94.8%.
EROAD AND CORETEX BOTH ASPIRE TO CREATE A SAFER,
MORE SUSTAINABLE AND MORE PRODUCTIVE SOCIETY
EROAD
Safer and more sustainable roads
• Solutions that help reduce speed by customers, a significant
contributor to accidents and serious injuries
• Vehicle service and monitoring helps our customers ensure their
vehicles are safe
• Driver management services that help improve driving behaviour
• Tools to help our customers achieve greater fuel efficiency and
therefore reduce emissions
• Solutions that help reduce compliance costs and improve fleet
productivity
• Road network usage analytics informs infrastructure planning
CORETEX
Building a safer, greener and more
productive world
• Refrigerated Transport solutions with controls and remote
temperature to optimise compliance/safety and fuel consumption to
help reduce wastage and emissions
• Construction solutions that help reduce construction and industrial
wastage
• Waste & Recycling solutions to help reduce contamination
ACQUISITION OF CORETEX
10
• Focused on growth, high margin and highly
attractive verticals - LTL transport, construction,
refrigerated solutions and waste and recycling
solutions
• With 161
7
employees operating in North
America, Australia and New Zealand. Entered
North America in 2007
• Highly capable engineering and product
development team focused on developing more
configurable software solutions – quicker R&D
time and more cost effective
• Limited marketing investment, with enterprise
growth through RFP. Known as experts by
customers
• Offices in San Diego, Sydney and Auckland
7
As at 31 May 2021.
8
Reflects a large proportion of fleet reduction during COVID-19. Excluding these, FY21 Asset Retention Rate would have been 94.7%.
9
Coretex’s audited financial accounts have been adjusted to make the accounting consistent with EROAD as outlined in the disclaimer on page 3.
Connected units
by in-Cab and Trailer
35% IN-CAB
65% TRAILER
42% ENTERPRISE - DIRECT
37% ENTERPRISE - DEALER
18% SMB - DIRECT
3% SMB - DEALER
Connected units
by business size
74% NA
14% NZ
12% AU
Connected units by region
53% REFRIGERATED TRANSPORT
35% IN-CAB
10% CONSTRUCTION
2% WASTE & RECYCLING
Connected units by industry
FY21 KEY METRICS
64,177 UNITS
85.7%
8
ASSET
RETENTION RATE
$
57.73 ARPU
$
46.6m
9
REVENUE
$
16.1m
9
EBITDA
$
42.7m AMRR
16%
OF REVENUE
SPENT ON R&D
FY21 CUSTOMER MIX
CORETEX OVERVIEW
TELEMATICS VERTICAL SPECIALIST DELIVERING ENTERPRISE GRADE SOLUTIONS
ELD DVIR CAMERAS
DRIVER
BEHAVIOR
ABS/EBS
ENGINE
MANAGEMENT
SYSTEMS
JOBS CORETEMP ROUTES
INTERNET
ACCESS
POINT
12
CORETEX SOLVING CUSTOMERS’ PROBLEMS
REFRIGERATED TRANSPORT
INDUSTRY PROBLEMS
• How can we ensure food delivery is safe?
• How can we stop waste from temperature excursions?
• How can we prove temperatures of stock on delivery?
THEIR CUSTOMER...SOLUTION...
• Sell differentiated quality food and
beverages into the FMCG market
• Know production
• Know retail
• Depends on them for distribution
• One Platform
• Transparent & shared by all
• Product Temperatures calculated
• Routes tracked
DELIVERIES PER WEEK
25,000
TRUCKS & TRAILERS
1,800
DISTRIBUTION CENTERS
29
ANNUAL MILES TRAVELLED
35m +
CASE STUDY
GOLDEN STATE FOODS + QCD
Manufactures, supplies and delivers food to restaurants such as
McDonald’s, Starbucks, Chick-fil-A, KFC and Taco Bell.
PRE-COOLING
EFFECTIVENESS
ASSET
UTILIZATION
REEFER
INOPERABILITY
FSMA
COMPLIANCE
“By using Coretex as part of our new predictive product
temperature monitoring process we were able to save about
$50,000 per month by not requiring drivers to probe product at
each stop.”
Tim Bates, Corporate Quality Systems Director – Logistics
NORTH AMERICA
ADDRESSABLE
MARKET
500,000 UNITS
13
CORETEX SOLVING CUSTOMERS’ PROBLEMS
CONSTRUCTION
INDUSTRY PROBLEMS
• How can my driver find where to go on a rural site?
• How can we know the state of a cement mix?
• How can we improve dispatch time?
• How can we improve the safety around these machines?
WWhhaatt
CCoorreetteexx
aarreeooffffeerriinngg
•An integrated supply chain
assurance platform
•Managing all the safety, assurance,
productivity and efficiency needs
•Deep operational insight
•On site self-maintained
•Camera video fully integrated
withvehicle and workflow data
•Collaborative partnership approach
QUALITY VERIFICATIONCOMMUNICATION
• Quality
• Viscosity
• Drum Counts/Revs Water
• Pressure
• On demand, and in reports
• Dispatch-Driver
• Driver-Driver
• Mechanic-Driver
• Customer-Plant
SAFETY & COMPLIANCE
REPORTING METRICS
• Vehicle Maintenance
• Hours & Fatigue
• ELD Exceptions
• Workflow audit trails
• Time to/on site – reduce/prevent fines
• Specific to customer’s own contract
requirements
NORTH AMERICA
ADDRESSABLE
MARKET
55,000 UNITS
PLANTS
150
MIXER TRUCKS
900
QUARRIES
65
CASE STUDY
14
CORETEX SOLVING CUSTOMERS’ PROBLEMS
WASTE & RECYCLING
INDUSTRY PROBLEMS
• How can we prove waste collection?
• How can we enhance pick up times?
• How can we optimize around traffic?
NORTH AMERICA
ADDRESSABLE
MARKET
150,000 UNITS
CONTRACT
COMPLIANCE
SMART
ROUTING
CONTAMINATIONSERVICE
VERIFICATION
LARGEST MUNICIPAL SOLID WASTE DEPARTMENT IN SOUTH EAST USA
• Strict fines in contracts for incomplete
service collection
• RFID tags on rubbish carts to verify
service
• Contract requires hauler use Coretex
• Maintains full view of service delivery
using 360
• Video capture to verify exceptions
(Contamination in cart, blocked carts and
carts not out)
• Decreased time to resolution for resident
complaints
• Improved relationship between hauler &
city as calls and complaints decrease
• Exception reporting to focus on outliers
quickly
SOLID WASTE SERVICES BUDGET
$62,000,000
SINGLE FAMILY HOMES
220,000
BUSINESSES
1,100+
CASE STUDY
CITY OF CHARLOTTE
Waste & Recycling is typically managed by cities & municipalities,
and contracted out to private haulers with strict requirements.
EROAD will now provide proven tailored solutions for optimising operations in specific
verticals, and well-recognised compliance expertise for broader fleet management
Easy to use, install
and maintain
Custom Driver
Forms & Checklists
Data Insights
platform
Enterprise API
for integrations
IN-VEHICLE HARDWARE SOLUTIONSALL VEHICLES
ALL ASSETS
ONE PLATFORM
for end to end visibility
Coretex brings with it next generation hardwareSignificantly enhanced Back Office Capability
Driver’s tablet Driver’s logbookEhubo2
Camera options
IOT sensors
and tag
IOT Hub (Corehub)
15
NORTH AMERICA
16
EROAD’s strategic priorities
• Grow connected units to 50,000 over the next 18 months
• Extend product offering in the freight, road transportation fleets and the
areas of health & safety
• Extend the range of telematics solutions beyond trucks into trailers and associated
light duty vehicles and large assets
• Pursue Enterprise opportunities
• Grow monthly run rate business in small to medium sized fleets
• Support National Road User Charging pilot for heavy vehicles
The Acquisition of Coretex accelerates EROAD’s strategic priorities
• Immediate scale and significantly improved position in refrigerated transport
and construction
• Extended product offering and telematics solutions for refrigerated transport,
construction and waste and recycling that significantly expand addressable market
• Complementary technology solutions will derisk and accelerate required short term
development efforts
• The enhanced product and engineering capability will enable greater levels of new
to market innovation
• Coretex’s ELD for Canada under review and awaiting certification. Will support North
America customers
• Coretex have a well advanced pipeline of North American Enterprise customers and a
strong Enterprise sales capability
• Dealer channel focused on refrigerated transport vertical operates in NA and Canada
• Coretex’s FY21 Asset Retention Rate was 86.8% reflecting a large proportion of fleet
reductions during COVID-19. Excluding fleet reductions, the Asset Retention Rate would
have been 95.6%
$
30.6m
REVENUE
$
64.3m
REVENUE
35,437
UNITS
83,062
UNITS
US$
42.95
10
MONTHLY SAAS ARPU
US$
40.28
11
MONTHLY SAAS ARPU
30%
ENTERPRISE CUSTOMERS
62%
ENTERPRISE CUSTOMERS
47%
FREIGHT & ROAD
TRANSPORT
24%
CONSTRUCTION &
CIVIL ENGINEERING
21%
OTHER
8%
SERVICES & TRADE
34%
FREIGHT & ROAD
TRANSPORT
12%
CONSTRUCTION &
CIVIL ENGINEERING
10%
OTHER
44%
REFRIGERATED
TRANSPORT
FY21 KEY METRICS
EROADEROAD + CORETEX
(PROFORMA)
10
In NZ$ ARPU was NZ$65.03
11
Reflects 68% of Coretex’s North America units that
are refrigerated trailers. In NZ$ ARPU was NZ$61.00.
AUSTRALIA
17
$
1.4m
REVENUE
$
8.7m
REVENUE
2,874
UNITS
10,750
UNITS
AU$
33.16
12
MONTHLY SAAS ARPU
AU$
53.77
13
MONTHLY SAAS ARPU
32%
ENTERPRISE CUSTOMERS
61%
ENTERPRISE CUSTOMERS
10%
SERVICES & TRADE
5%
OTHER
33%
FREIGHT & ROAD
TRANSPORT
39%
CONSTRUCTION &
CIVIL ENGINEERING
13%
REFRIGERATED
TRANSPORT
EROAD’s strategic priorities
• Grow number of connected units to 10,000 over the next 18 months
• Extend product offering in the Civil Engineering, Government fleets, areas
of driver fatigue, health & safety and vehicle service & maintenance
• Establish AU based leadership team to support Enterprise and market
development activities
• Pursue Enterprise opportunities
• Grow monthly run rate business in small to medium sized fleets
• Increase EROAD’s brand awareness using targeted digital marketing
• Support National Road User Charging pilots and transport regulatory
development using telematics technology
The Acquisition of Coretex accelerates EROAD’s
strategic priorities
• Immediately gain significant greater scale with addition of 7,876 units
improving our market position
• Significantly accelerate unit growth targeting key verticals with more
complete enterprise grade product offerings
• Coretex to deliver Electronic Work Diary in next six months
44%
SERVICES & TRADE
25%
OTHER
16%
FREIGHT & ROAD
TRANSPORT
15%
CONSTRUCTION &
CIVIL ENGINEERING
FY21 KEY METRICS
EROADEROAD + CORETEX
(PROFORMA)
12
In NZ$ ARPU was NZ$35.50
13
In NZ$ ARPU was NZ$57.57
NEW ZEALAND
18
EROAD’s strategic priorities
• Grow connected units to 100,000 over the next 18 months
• Extend product offering in Civil Engineering, Government fleets,
Health & Safety, Electric vehicles, carbon footprint reduction initiatives
and ESG reporting
• Increase APRU by selling additional SaaS and mobile services to
existing customers
• Extend the range of telematics solutions beyond trucks and commercial
light vehicles into off road vehicles and small assets
• Leverage EROAD’s customer ecosystem to create new value
The Acquisition of Coretex is consistent with
EROAD’s strategic priorities with minimal impact
• Product capability in refrigerated transport, construction and waste &
recycling will provide additional value to some existing customers
• Provides a more valuable and diverse range of innovative products to
attract new customers into telematics market
$
59.8m
REVENUE
$
65.4m
REVENUE
95.8%
ANZ ASSET RETENTION RATE
93.5%
ANZ ASSET RETENTION RATE
87,892
UNITS
96,568
UNITS
NZ$
56.18
MONTHLY SAAS ARPU
NZ$
55.61
MONTHLY SAAS ARPU
45%
ENTERPRISE CUSTOMERS
45%
ENTERPRISE CUSTOMERS
33%
CONSTRUCTION &
CIVIL ENGINEERING
26%
FREIGHT & ROAD
TRANSPORT
9%
AGRICULTURE/
FORESTRY
32%
OTHER
32%
CONSTRUCTION &
CIVIL ENGINEERING
16%
FREIGHT & ROAD
TRANSPORT
10%
AGRICULTURE/
FORESTRY
42%
OTHER
FY21 KEY METRICS
EROADEROAD + CORETEX
(PROFORMA)
FINANCIAL IMPACT
19
FINANCIAL IMPACT
20
Coretex’s FY22 AMRR forecast reflects increasing growth
in North America
• Consistent growth in Coretex recurring
revenues expected to continue into FY22
• Coretex FY22 EBITDA margin reflecting
growth in North America:
• A normalisation to pre-COVID levels
(after defensive cost cutting during
FY21 due to COVID-19 in FY22 to fund
future investment for growth); offset to
an extent by
• Further scaling investment in sales,
marketing and product initiatives to
accelerate revenue growth in the United
States and Australia
• Coretex EBITDA margin expected to
return to FY20 level or better from FY23
onwards
• FY22 Coretex free cashflow includes
scaling investment for growth as outlined
above
• FY22 R&D spend to continue at similar
level of revenue to FY21
FY20FY21FY22F
EROADCoretex
14
EROAD + Coretex
(Proforma)
EROADCoretex
14
EROAD + Coretex
(Proforma)
Coretex
14
NZ$m
Recurring
Revenue
76.340.6
14
116.985.044.5
14
129.547-50
14
Non-recurring
revenue
4.9 8.613.56.6 2.18.7 2-3
EBITDA2 7.111.338.430.716.146.87-9
AMRR84.042.5126.588.442.7131.150-53
Free
Cash Flow
(12.8)(0.4)(13.2)5.3 1.77.0(7-9)
R&D spend(15.6)(5.9)(21.5)(21.3)(7.4)(28.7)(8-9)
14
Coretex’s audited financial accounts have been adjusted to make the accounting consistent with EROAD as outlined in the disclaimer on page 3.
GROWTH ACCELERATION AND
SYNERGIES
21
The acquisition substantially increases scale in North America
and Australia providing the ability to invest to drive synergies,
competitive advantages and accelerated growth
Growth acceleration and
revenue synergies in North
America and Australia
Enhanced Technologies Synergy realisation
• Increase scale in key growth
markets: Significantly lifts market
position in both of North America and
Australia
• Expansion into key strategic
verticals: Increased product capabilities
in key strategic verticals including
refrigerated transport, construction,
less than a truckload (LTL) and waste &
recycling
• Cross Selling opportunities: Ability to
use EROAD’s in-market presence and
reputation to sell the CoreHub product
• Acceleration of sales: due to having a
readily available device with additional
functionality (merged EROAD and
Coretex software) for its transport clients
• Differentiation from competitors: whole-
of-fleet visibility in sectors such as civil/
construction differentiates EROAD from
competitors in the space
• EROAD will gain Coretex’s next
generation; in-vehicle hardware, SaaS
platform & more advanced driver facing
Android solutions. This capability
supports further widening of EROAD’s
addressable market size, and improves
velocity to product market fit in key
verticals.
• Coretex’s platform meets enterprise
customers needs in terms of integration
points, product needs and scalability.
• The combined platform will position
EROAD to become a market
leader in both North American and
Australian specialist sectors
• These factors provide the ability
to accelerate EROAD’s technology
roadmap and reduce additional
investment required to achieve future
Android platform development
• Majority of investment to occur in
FY22 and FY23, with revenue benefits
commencing from FY23
• Acquisition expected to be earnings
accretive for EROAD from FY23
• EROAD will face gross integration
costs estimated at $12-15m related to
integrating Coretex’s Corehub platform
with EROAD’s other products over a
24 month time period as well moving
to one set of business systems and
aligning and optimising operational
processes. The majority of this spend will
be capital in nature and so will result in
FY22 standalone EBITDA margin to be
between 28-31%.
EROAD FY22 Q1 TRADING UPDATE
22
31 March
2021
30 June
2021
Units Added
in quarter
Total Contracted Units 126,203130,3554,152
New Zealand8 7, 8 9 290,7472,855
North America 35,43735,827390
Australia 2,8743,781907
Clarity Dashcam 1,0542,9841,930
New Zealand34411377
North America 1,02025521532
Australia -2121
Additional Services
EROAD Day Logbook
(driver subscriptions, ANZ)
6,6557,080425
Inspect (ANZ) 10,49011,117627
Philips Connect Solutions (NA) 322322
EROAD Where (ANZ)6,4508,0301,580
Key highlights
• Contracted units grew by 4,152 in Q1 FY21 reflecting good growth in
New Zealand and Australia.
• In NZ 216 customers renewed their contract (representing 7,845 units).
Group Asset Retention remains high at 95.5% for 30 June 2021.
• Unit growth in North America remains slow, however signs economy
is opening up. Reflecting this EROAD currently has two enterprise
customer prospects in pilot for its Ehubo delivered services (approx.
1,500 units) as well as a solid mix of mid-market pilots either launched
or beginning soon. There are also further pilots for Clarity Dashcam
with existing and new customers.
• EROAD continues to make good progress with selling additional
SaaS sales in Logbook, Inspect and EROAD Where. Since entering
the partnership with Philips Connect on 2 June, EROAD has sold 322
Philips Connect solutions.
• Following its acquisition, a North America enterprise customer (c1,700
units) has given notice it will deinstall EROAD units in H1 FY22 to align
its technology with the acquirers
FY22 ‘stand alone’ Guidance
• EROAD reiterates FY22 ‘stand alone’ revenue guidance. Percentage
revenue growth in FY22 is anticipated to strengthen from FY21 (13%),
but not at the FY20 level (32%)
• EROAD continues to expect R&D to be between 24-27% of revenue
during FY22
• Given expected one-off integration costs in FY22, stand alone EBITDA
margin now expected to be between 28-31%. Excluding these, EBITDA
margin will be consistent with FY21
Accelerating quarterly growth across all markets
ACQUISITION FUNDING AND
CAPITAL RAISING DETAILS
23
ACQUISITION FUNDING OVERVIEW
24
SourcesNZ$m
Scrip Consideration
(includes Contingent Consideration)
96.0
Placement64.4
Share Purchase Plan16.1
Funding from existing Cash11.8
Total Sources188.3
UsesNZ$m
Scrip Consideration79.9
Cash Consideration77.8
Contingent Consideration - Scrip16.1
Contingent Consideration - Cash14.5
Total Uses188.3
Upfront Consideration of $157.7m comprising:
• Scrip Consideration ($79.9m) – new fully paid ordinary EROAD shares
issued at $6 per share, resulting in Coretex shareholders having a 14.2%
interest in EROAD post completion of the Placement, SPP
and Acquisition
• Cash Consideration ($77.8m) to be funded from Equity Raising proceeds
• EROAD’s existing cash balance as at 31 March 2021 was $57.1m. After
the upfront consideration, and completion of the Equity Raising, the
Company will have a pro forma cash position of approx. $59.8m
Contingent Consideration of up to $30.6m comprising:
• Cash Consideration of $14.5m and Scrip Consideration of $16.1m
• The terms of this consideration are detailed on page 38
• The SPP is not underwritten. In the event the SPP does not raise
the full $16.1m, EROAD remains fully financed for the Contingent
Consideration, which would be funded by existing cash and the
Company’s existing debt facilities
SOURCES AND USES
Excludes estimated transaction costs of $4.5m
PRO FORMA NET CASH POSITION
25
Following completion of the Acquisition, EROAD will be well funded
to continue investment in growth
Net Cash Position
EROAD
as at
31 March 2021
Equity RaisingUpfront
Consideration
Contingent
Consideration
Pro Forma as at
31 March 2021
NZ$m
Cash and cash equivalents
57.1--(11.8)45.3
Proceeds from Placement and SPP-80.5(77.8)(2.7)-
Borrowings(35.0)---(35.0)
Net Cash22.180.5(77.8)(14.5)10.3
Shares outstanding (m)81.914.413.32.7112.3
In addition to the net position outlined above EROAD had undrawn facilities of $28.0m (being $5.0m overdraft and
$23.0m in the capital expenditure facility) as at 31 March 2021 .
In the event the SPP does not raise the full NZ$16.1m, EROAD remains fully financed for the Contingent Consideration, which
would be funded by existing cash and the Company’s existing debt facilities.
Notes:
Excludes estimated transaction costs of $4.5m. New equity of NZ$80.5m assumes that SPP is fully subscribed.
CAPITAL RAISING SUMMARY
26
Offer Structure
and Size
Fully underwritten conditional placement to raise NZ$64.4m (“Placement”) .
Approximately 11.5 million new fully paid ordinary shares (“New Shares”) to be issued, representing 14.1% of existing shares on issue .
Settlement of the Placement will be subject to EROAD receiving shareholder approval for the Acquisition and the Placement, which is
to be sought at a Special Shareholders Meeting (“SSM”) expected to be held 30 July 2021.
EROAD will offer eligible retail shareholders the opportunity to acquire up to AU$30,000 (Australian shareholders) and NZ$32,000
(New Zealand shareholders) in New Shares via a Share Purchase Plan (“SPP”) . The SPP is also conditional upon shareholder approval
at the SSM.
The issue price for the New Shares issued under the SPP will be the lower of the placement price and the five day volume weighted
average price of EROAD shares traded on the NZX during the five trading days up to, and including, the SPP closing date.
SPP to raise NZ$16.1 million, subject to the Board’s discretion to accept oversubscriptions and is not underwritten.
Both the placement and SPP are structured to provide all shareholders, where possible, at least a pro rata allocation of shares.
Use of Proceeds
Proceeds will be used to fund the acquisition of Coretex
Offer Price
NZ$5.58 / A$5.25 per New Share representing a 9.2% discount to the last closing price on ASX of A$5.78 on 13 July 2021 and a 9.2%
discount to the five day volume weighted average price on ASX of A$5.78 on 13 July 2021. The issue price of NZ$5.58 reflects a 9.2%
discount to the last closing price on NZX of NZ$6.15 on 13 July 2021 and a 9.5% discount to the five day volume weighted average on
NZX of NZ$6.17 on 13 July.
Ranking
New Shares will rank equally with existing fully paid ordinary shares in EROAD
Underwriting
The Placement is fully underwritten by Canaccord Genuity (Australia) Limited as Lead Manager and Underwriter. Bell Potter Securities
Limited are acting as Co-Lead Manager to the Placement.
Board
participation
Steven Newman, Graham Stuart, Susan Paterson and Tony Gibson (or interests associated with them) will be participating in the
capital raise. Steven Newman (or interests associated with him) will be participating In the capital raise for A$3m.
INDICATIVE CAPITAL
RAISING TIMETABLE
27
EventDate
Record Date for SPP13 July 2021
Announcement
of Placement and Acquisition
14 July 2021
Placement closes14 July 2021
Trading halt lifted
and shares recommence trading
15 July 2021
SPP Offer opens
Offer documents sent to shareholders
20 July 2021
EROAD shareholder meeting
to approve the Acquisition and Placement
30 July 2021
SPP offer closes3 August 2021
ASX Settlement of Placement 4 August 2021
NZX Settlement of Placement 5 August 2021
Allotment and commencement of trading
of new shares on NZX and ASX
5 August 2021
APPENDICES
28
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Real-time job status updates and contextual live data for dispatchers and drivers
•Capture accurate jobinformation for billing, drivers and
dispatching without driver input throughauto statusing.
•Statusingfunctions without drum rotation sensors and
allows manual status changes.
•Ticketing supports multiple use cases –deadhead tickets,
change of return plant, change of jobsite
•Richer data captured across the job workflow from new
hardware –slump gauge, drum status, mix count, water
added, volume in drum, air entrainment
REDUCE
OPERATIONAL COSTS
INCREASE ASSET
UTILISATION
IMPROVE DRIVER
PERFORMANCE
SUPPORT CHANGE IN
TICKET DETAILS
Estimated time to
load
Fast/slow mix
detection
Driver login
Vehicle inspection
completed –truck
in service
Driver
acknowledges load
correct
Drum weight
increase
Slump PSI
increasing with
weight
Increase in
hydraulic line
pressure as dry
materials loaded
Water added to
achieve target
slump
Hydraulic line
pressure reduces
ETA to jobsite
Wait time on
jobsite
Drum status
monitoring
On site water add
Discharge –view
weight decrease
on scales
Start / stop pours
v continuous
Complete
discharge –driver
increases drum
discharge RPM
Amount of load
remaining/report
'Return Quantity'
Deliver/ dump
remaining load
instructions
Time in washdown
ETA to plant
Truck in front
Cumulative
drummix count
from'loaded' state
to’begin pour'
Estimated
time: ticketed
toloaded
Estimated time
atplant to ticketed
Hydraulic
oiltemperature
alerts
Air entrainment in
the mix
Temperature of
the mix
Current
Future
Ready Mix: Advanced job statusing & data capture
Job status updates and contextual data for dispatchers and drivers
TicketedLoadingLoadedTo jobOn JobBegin pourEnd PourWashdownAt Plant
To plant
RReeaaddyy MMiixx: : AAd dvvaannc ceedd jjoobb ssttaattuus siinngg && ddaattaa ccaappt tuur ree
Real-time job status updates and contextual live data for dispatchers and drivers
•Capture accurate jobinformation for billing, drivers and
dispatching without driver input throughauto statusing.
•Statusingfunctions without drum rotation sensors and
allows manual status changes.
•Ticketing supports multiple use cases –deadhead tickets,
change of return plant, change of jobsite
•Richer data captured across the job workflow from new
hardware –slump gauge, drum status, mix count, water
added, volume in drum, air entrainment
REDUCE
OPERATIONAL COSTS
INCREASE ASSET
UTILISATION
IMPROVE DRIVER
PERFORMANCE
SUPPORT CHANGE IN
TICKET DETAILS
Estimated time to
load
Fast/slow mix
detection
Driver login
Vehicle inspection
completed –truck
in service
Driver
acknowledges load
correct
Drum weight
increase
Slump PSI
increasing with
weight
Increase in
hydraulic line
pressure as dry
materials loaded
Water added to
achieve target
slump
Hydraulic line
pressure reduces
ETA to jobsite
Wait time on
jobsite
Drum status
monitoring
On site water add
Discharge –view
weight decrease
on scales
Start / stop pours
v continuous
Complete
discharge –driver
increases drum
discharge RPM
Amount of load
remaining/report
'Return Quantity'
Deliver/ dump
remaining load
instructions
Time in washdown
ETA to plant
Truck in front
Cumulative
drummix count
from'loaded' state
to’begin pour'
Estimated
time:ticketed
toloaded
Estimated time
atplant to ticketed
Hydraulic
oiltemperature
alerts
Air entrainment in
the mix
Temperature of
the mix
Current
Future
29
GLOSSARY
30
• ANNUALISED MONTHLY RECURRING REVENUE (AMRR)
is a non-GAAP measure representing monthly Recurring Revenue
for the last month of the period, multiplied by 12. It provides a 12
month forward view of revenue, assuming unit numbers, EROAD’s
pricing and foreign exchange remain unchanged during the year.
• ASSET RETENTION RATE The number of Total Contracted
Units at the beginning of the 12 month period and retained as
Total Contracted Units at the end of the 12 month period, as a
percentage of Total Contracted Units at the beginning of the
12 month period.
• EBITDA is a non-GAAP measure representing Earnings before
Interest, Taxation, Depreciation and Amortisation (EBITDA). Refer
EROAD’s Consolidated Statement of Comprehensive Income in
FY21 Financial Statements.
• EBITDA MARGIN is a non-GAAP measure representing EBITDA
divided by Revenue.
• EHUBO, EHUBO2 and EHUBO 2.2 EROAD’s first and second
generation electronic distance recorder which replaces mechanical
hubo-dometers. Ehubo is a trade mark registered in New Zealand,
Australia and the United States.
• ELECTRONIC LOGGING DEVICE (ELD) An electronic
solution that synchronises with a vehicle engine to automatically
record driving time and hours of service records.
• ENTERPRISE means a fleet of more than 500 vehicles in North
America and more than 150 vehicles in Australia or New Zealand.
• FREE CASH FLOW is a non-GAAP measure representing
operating cash flow and investing cash flow reported in the
Statement of Cash Flows.
• FUTURE CONTRACTED INCOME (FCI) A non-GAAP
measure which represents contracted Software as a Service
(SaaS) income to be recognised as revenue in future periods.
Refer Revenue Note 3 of EROAD’s FY21 Financial Statements.
• FY Financial year ended 31 March.
• MONTHLY SAAS AVERAGE REVENUE PER UNIT (ARPU)
is a non-GAAP measure that is calculated by dividing the total
SaaS revenue for the year reported in Note 3 of EROAD’s FY21
Financial Statements, by the TCU balance at the end of each
month during the year.
• SAAS Software as a Service, a method of software delivery in
which software is accessed online via a subscription rather than
bought and installed on individual computers.
• SAAS REVENUE Software as a service (SaaS) revenue
represents revenue earned from customer contracts for the sale or
rental of hardware, installation services and provision of software
services.
• TOTAL CONTRACTED UNITS (TCU) represents total units
subject to a customer contract and includes both Units on Depot
and Units pending instalment.
• UNIT Unit is a communication device fitted in-cab or on a trailer.
Where there is more than one unit fitted in-cab or on a trailer, it is
counted as one unit.
KEY RISKS
• This section describes the key risks that EROAD has identified
in connection with the capital raise and the acquisition
of Coretex. EROAD considers it important that these key
risks, and their potential effect on the future operating and
financial performance of EROAD, and EROAD’s share price,
are specifically highlighted to investors in the context of the
capital raise and acquisition. Like any investment, there are risks
associated with an investment in EROAD shares. This section
does not (and does not purport to) identify all of the risks related
to the future operating and financial performance of EROAD,
an investment in EROAD shares, the capital raise, or general
market, industry, regulatory or legal risks. Some risks may be
unknown and other risks, currently considered to be immaterial,
could turn out to be material. This Presentation should be read
in conjunction with EROAD’s other periodic and continuous
disclosure announcements released to NZX and ASX.
• Investors should be aware that COVID-19, its effect on the global
economy and the actions taken in response by the New Zealand
and other governments, including restrictions on international
and domestic movement, and the effects on the domestic and
global economy, have had an adverse effect on EROAD and
its financial performance. It is not currently clear when and to
what extent these effects might abate. It is also likely that there
will be further adverse impacts as COVID-19 continues to affect
the world. EROAD will continue to respond to the challenges
facing it based on the best information available to it at the
time, but there is no certainty as to the severity or likelihood of
such impacts arising, nor whether any response by EROAD will
be effective or can be taken. In light of the COVID-19 pandemic,
extra care should be taken when assessing the risks associated
with investment. The rapidly changing COVID-19 situation is
bringing unprecedented challenges to global financial markets,
and the economy as a whole. Capital markets have seen equity
securities suffer from spikes in volatility.
• Before deciding whether to invest in EROAD shares, you must
make your own assessment of the risks associated with the
investment, including the inherent risks from investing in shares
and the uncertainties due to the impact of COVID-19 noted
above, and consider whether such an investment is suitable for
you having regard to all other publicly available information, your
personal circumstances and following consultation with your
financial and other professional advisers.
31
KEY RISKS
Reliance on information provided
While EROAD and its advisors have undertaken a due diligence review in respect
of the acquisition, which encompassed operational, financial, accounting, tax and
legal matters relating to Coretex, the information on which such review was based
was substantially provided by or on behalf of Coretex.
If any such information provided by or on behalf of Coretex proves to be incorrect,
incomplete or misleading, or if the due diligence undertaken by EROAD and its
advisers has not identified all material risks in respect of the acquisition, or if
the risks that have been identified have not been adequately mitigated under
the acquisition agreement or otherwise, there is a risk that the actual financial
position and performance of Coretex and EROAD may be materially different to
the expectations reflected in this Presentation.
However, EROAD has no reason to believe Coretex has not acted in good faith and
therefore believes the likelihood of this risk materialising to be low. EROAD also
considers that the sale agreement provides appropriate remedies, customary for
a transaction of this nature, so as to mitigate the effects of such non-disclosure or
misleading conduct.
Completion risk
The acquisition of Coretex is conditional on clearance from the New Zealand
Commerce Commission (NZCC) and consent from the New Zealand Overseas
Investment Office (OIO). These approvals are not expected to be obtained
until after shares are issued under the Offer. The Offer and acquisition is also
conditional on shareholder approval.
Accordingly, there is a risk that NZCC or OIO approval is not obtained, or the
acquisition otherwise will not proceed, in which case EROAD will need to consider
alternative uses for, or ways to return to shareholders, any excess capital it holds
following the issue of shares under the Offer. Alternative uses could include, but
are not limited to, investing in other growth initiatives, return to shareholders or
debt reduction.
There is also a risk that in order to obtain NZCC clearance, EROAD is required to
agree to further undertakings that would constrain it from achieving some or all of
the expected synergies, or result in a delay to achieving those synergies.
Business integration risk
A cultural shift will be required to successfully integrate the businesses, as Coretex
is currently operated as a stand alone, privately owned organisation with an
entrepreneurial culture. As Coretex is not listed on any stock exchange, there may
be challenges faced in bringing Coretex up to the same regulatory and disclosure
standards as EROAD is subject to.
Further, both EROAD and Coretex will retain focus on completing required
processes to keep the business moving forward during integration, particularly
around product development. Retention of key staff and the ability to recruit
additional personnel to resource the projected product development plans will be
a critical determinant of successful integration.
Existing liability risk
EROAD is acquiring the shares in Coretex so will be exposed to the economic
risk of any claims against Coretex, including claims relating to matters prior to
completion. These could include claims by tax authorities or other government
agencies in New Zealand, Australia, the United States or elsewhere, or litigation
or other disputes brought by suppliers, customers or other contractual counter
parties.
EROAD has sought to identify and quantify the risk of any such claims through
the due diligence review undertaken and negotiated protections under the sale
agreement, such as an indemnity for pre completion tax liabilities and any holiday
pay issues. Accordingly, EROAD considers the risk of a claim arising for which it
will have a material economic exposure as being low.
32
KEY RISKS
Product development risks
The development and delivery of new products and upgrading existing products
is a key driver of sales in all three of EROAD’s markets. However, as is the nature
of product development, there is always a risk that development of a new product
will not be successful, or may take longer or be more expensive than anticipated.
A failure to execute on product development could have a material adverse
impact on EROAD’s growth and financial performance. The merged company
is anticipated to leverage existing Coretex product and platform, mitigating the
build risk presently faced by EROAD.
Customer needs may change at a rapid pace due to the dynamic nature of the
market. Such changes may result in products developed by EROAD no longer
being attractive to customers or fit for their intended use. EROAD is seeking
to ensure a greater alignment between in-market teams and product and
engineering to minimise this risk. Product backlog and constrained resourcing
could limit EROAD’s ability to focus on innovation and the creation of disruptive
products. This could result in competitors releasing disruptive products, increasing
customer churn. Slow product delivery may also cause customers to move to
competitors with broader or more advanced functionality. In order to address
realisation of product delivery, EROAD is placing an increased focus on leveraging
intellectual property developed by third party service providers and licensing and
integrating this into EROAD’s product offering. The acquisition will mitigate these
risks by broadening EROAD’s product offerings and customer base.
The development of new products may also take longer than expected, or be
more expensive than anticipated, due to increased churn in staffing, or inability
to recruit staff across various roles (engineering, strategy, product and business
development), as technology businesses globally increase investments and
product development and the pool of available talent reduces. Whilst this risk is
not eliminated, the acquisition enables EROAD to access an enhanced product
range which is, in some cases, technologically more advanced than the current
product offering.
The current challenges in conducting in-market research due to travel restrictions
and lockdowns in place in response to the COVID-19 pandemic may have an
adverse impact on EROAD’s development of new products. It is unclear how long
these disruptions will continue.
The acquisition of Coretex will mitigate product development risks by providing
EROAD with complementary skills and technology experience (e.g. in relation to
Android) and provides access to a larger product development team, which will
provide EROAD with greater capacity and capability post-acquisition to bring
products to market faster to compete with larger telematic companies.
33
KEY RISKS
Product and system reliability risks
An increasing focus on enterprise customers while maintaining a strong and
reliable small and medium business product offering is another key driver of
EROAD’s growth. A failure to maintain reliable products and systems may have
a material adverse impact on EROAD’s reputation and sales, particularly with
the increased focus on enterprise size accounts. The focus on larger customers
accounts may also lead to increased scalability concerns with the EROAD
platform. To mitigate these risks, EROAD is placing a greater focus on managing
both enterprise, and small and medium, businesses across EROAD’s entire
business.
Product quality and reliability concerns may arise as EROAD creates new products
and expands its existing products to cater to a more diverse customer base. The
recent launch of its business system upgrade may result in deployment issues,
including bugs, reliability and data quality issues which may impact on customer
interactions and EROAD’s reputation. In addition, these business system upgrades
may not deliver the scalability and efficiency upside anticipated once deployed,
particularly as EROAD brings on a larger and more diverse customer base. Failure
to maintain reliable product and systems may lead to material adverse effects,
including decreased reputation with customers, lower sales or the diversion of
resources into remedial work.
The acquisition will further mitigate these risks by providing EROAD with a
greater capability of achieving growth in enterprise segment through a more
sophisticated and proven sales and support approach across a broader range of
verticals.
Competition risks
The telematics industry in which EROAD operates is highly competitive. It
includes companies with significantly greater financial, research and development,
marketing and sales resources than EROAD. In addition, consolidation of existing
telematics vendors, creating more well-resourced competitors which have greater
scale and financial resources, may occur and further exacerbate the competitive
landscape for EROAD. In particular, EROAD may miss out on first mover
advantage with OEM vehicle manufacturers on telematics and setting industry
standards due to the larger scale and resources of competitors.
Large global telematics operators may expand into new markets, including New
Zealand, which may decrease EROAD’s potential sales opportunities or increase
customer churn. The acquisition will provide EROAD with a greater range of
products as well as increased scale generally to allow EROAD to better compete
with well-resourced competitors within the telematics industry.
34
KEY RISKS
Sales risks
There is a risk that EROAD’s current or future products do not align with potential
customers’ needs across different markets and industry types. Growth in new
markets may be slower than anticipated, or more costly, due to the inability to
identify appropriate customers, form relationships with appropriate industry
groups, aggressive competitor response, poor brand awareness and product
market fit, unexpected costs, unexpected regulatory changes (in all markets)
or regulatory changes not occurring as anticipated in the Australian market.
The ongoing consolidation of customers may also increase churn as customers
reduce the number of telematic suppliers that they use. Growth in EROAD’s
North American market may also be affected by an inability to scale up EROAD’s
sales force to target and acquire a sufficiently high volume of enterprise scale
customers as anticipated.
EROAD’s sales and marketing team is an important part of EROAD’s success
in attracting and maintaining customers. Losing highly successful sales staff to
competitors, or the inability to attract new sales staff may have a negative impact
on new customer sales or increase customer churn. EROAD is increasing its focus
on staff engagement, retention and leadership programs to try to retain and
attract the highly skilled staff needed to carry out EROAD’s strategic goals.
Coretex has existing partnerships and has a demonstrated capability of executing
these, particularly in the United States, providing EROAD with greater capabilities
in these areas post-acquisition. However, a failure to execute on sales and
marketing initiatives may have a material negative impact on EROAD’s financial
performance and growth.
Operating leverage risk
There is a risk that EROAD may not be able to deliver continuing increases in
operating leverage in the short term, for example improvement year on year
on EBITDA margin, as EROAD undertakes the investment cycle necessary
to deliver significant growth in its markets in the medium to longer term.
Additional transaction and integration costs will increase this risk as a result
of the acquisition. However, the revenue and cost synergies that will arise
from the transaction may accelerate further operating leverage in the medium
term. EROAD is undertaking a range of initiatives to manage this risk, including
investing in change management, providing leadership training to its staff and
undertaking an operational excellence program. Post-completion, EROAD will
look to introduce a management structure and provide sales, marketing, customer
and operational support across Coretex’s customer base and verticals to reduce
the operating leverage risk faced by Coretex as a stand-alone business.
Supply chain risk
There is presently a global shortage and increased demand for screens, computer
chips and associated raw materials. EROAD has observed the needs of larger
technology players being prioritised by suppliers, meaning it is challenging for
smaller businesses, such as EROAD and Coretex, to secure the necessary supply.
There is also a risk that EROAD or Coretex will be unable to pass on increased
supply chain costs to their customers, reducing margins. EROAD is looking at
adaptions to its products, made using flexible designs, in order to utilise a wider
range of hardware components to maximise the ability of EROAD to secure the
necessary supply. EROAD is also engaging in strategic procurement via agents
and continues to offer expanded solution provisions through its software offering,
rather than requiring new hardware for all new solutions. The acquisition of
Coretex is unlikely to materially alter the supply chain risk faced by EROAD post-
acquisition.
35
INTERNATIONAL SELLING RESTRICTIONS
This document does not constitute an offer of new ordinary shares (“New
Shares”) of the Company in any jurisdiction in which it would be unlawful. In
particular, this document may not be distributed to any person, and the New
Shares may not be offered or sold in the placement, in any country outside New
Zealand except to the extent permitted below.
European Union (Germany)
This document has not been, and will not be, registered with or approved by any
securities regulator in the European Union. Accordingly, this document may not
be made available, nor may the New Shares be offered for sale, in the European
Union except in circumstances that do not require a prospectus under Article 1(4)
of Regulation (EU) 2017/1129 of the European Parliament and the Council of the
European Union (the “Prospectus Regulation”).
In accordance with Article 1(4)(a) of the Prospectus Regulation, an offer of New
Shares in the European Union is limited to persons who are “qualified investors”
(as defined in Article 2(e) of the Prospectus Regulation).
Hong Kong
WARNING: This document has not been, and will not be, registered as a
prospectus under the Companies (Winding Up and Miscellaneous Provisions)
Ordinance (Cap. 32) of Hong Kong, nor has it been authorised by the Securities
and Futures Commission in Hong Kong pursuant to the Securities and Futures
Ordinance (Cap. 571) of the Laws of Hong Kong (the “SFO”). No action has
been taken in Hong Kong to authorise or register this document or to permit
the distribution of this document or any documents issued in connection with
it. Accordingly, the New Shares have not been and will not be offered or sold in
Hong Kong other than to “professional investors” (as defined in the SFO and any
rules made under that ordinance).
No advertisement, invitation or document relating to the New Shares has been
or will be issued, or has been or will be in the possession of any person for the
purpose of issue, in Hong Kong or elsewhere that is directed at, or the contents
of which are likely to be accessed or read by, the public of Hong Kong (except
if permitted to do so under the securities laws of Hong Kong) other than with
respect to the New Shares that are or are intended to be disposed of only to
persons outside Hong Kong or only to professional investors. No person allotted
New Shares may sell, or offer to sell, such securities in circumstances that amount
to an offer to the public in Hong Kong within six months following the date of
issue of such securities.
The contents of this document have not been reviewed by any Hong Kong
regulatory authority. You are advised to exercise caution in relation to the offer.
If you are in doubt about any contents of this document, you should obtain
independent professional advice.
Singapore
This document and any other materials relating to the New Shares have not
been, and will not be, lodged or registered as a prospectus in Singapore with
the Monetary Authority of Singapore. Accordingly, this document and any
other document or materials in connection with the offer or sale, or invitation
for subscription or purchase, of New Shares, may not be issued, circulated or
distributed, nor may the New Shares be offered or sold, or be made the subject
of an invitation for subscription or purchase, whether directly or indirectly, to
persons in Singapore except pursuant to and in accordance with exemptions in
Subdivision (4) Division 1, Part XIII of the Securities and Futures Act, Chapter 289
of Singapore (the “SFA”), or as otherwise pursuant to, and in accordance with the
conditions of any other applicable provisions of the SFA.
This document has been given to you on the basis that you are (i) an “institutional
investor” (as defined in the SFA) or (ii) an “accredited investor” (as defined
in the SFA). If you are not an investor falling within one of these categories,
please return this document immediately. You may not forward or circulate this
document to any other person in Singapore.
Any offer is not made to you with a view to the New Shares being subsequently
offered for sale to any other party. There are on-sale restrictions in Singapore
that may be applicable to investors who acquire New Shares. As such, investors
are advised to acquaint themselves with the SFA provisions relating to resale
restrictions in Singapore and comply accordingly.
36
INTERNATIONAL SELLING RESTRICTIONS
(CONTINUED)
United Kingdom
Neither this document nor any other document relating to the offer has been
delivered for approval to the Financial Conduct Authority in the United Kingdom
and no prospectus (within the meaning of section 85 of the Financial Services and
Markets Act 2000, as amended (“FSMA”)) has been published or is intended to be
published in respect of the New Shares.
These securities may not be offered or sold in the United Kingdom by means
of this document or any other document, except in circumstances that do not
require the publication of a prospectus under section 86(1) of the FSMA. This
document is issued on a confidential basis in the United Kingdom to “qualified
investors” within the meaning of Article 2(e) of the UK Prospectus Regulation.
This document may not be distributed or reproduced, in whole or in part, nor
may its contents be disclosed by recipients, to any other person in the United
Kingdom.
Any invitation or inducement to engage in investment activity (within the
meaning of section 21 of the FSMA) received in connection with the issue or sale
of the New Shares has only been communicated or caused to be communicated
and will only be communicated or caused to be communicated in the United
Kingdom in circumstances in which section 21(1) of the FSMA does not apply to
the Company.
In the United Kingdom, this document is being distributed only to, and is
directed at, persons (i) who have professional experience in matters relating to
investments falling within Article 19(5) (investment professionals) of the Financial
Services and Markets Act 2000 (Financial Promotions) Order 2005 (“FPO”), (ii)
who fall within the categories of persons referred to in Article 49(2)(a) to (d)
(high net worth companies, unincorporated associations, etc.) of the FPO or
(iii) to whom it may otherwise be lawfully communicated (together “relevant
persons”). The investment to which this document relates is available only to
relevant persons. Any person who is not a relevant person should not act or rely
on this document.
United States
This document does not constitute an offer to sell, or a solicitation of an offer
to buy, securities in the United States. The New Shares have not been, and will
not be, registered under the US Securities Act of 1933 or the securities laws of
any state or other jurisdiction of the United States. Accordingly, these securities
may not be offered or sold in the United States except in transactions exempt
from, or not subject to, the registration requirements of the US Securities Act and
applicable US state securities laws.
The New Shares will only be offered and sold in the United States to:
• institutional accredited investors (as defined in Rule 501(a)(1), (2), (3) and (7)
under the US Securities Act); and
• dealers or other professional fiduciaries organized or incorporated in the United
States that are acting for a discretionary or similar account (other than an estate
or trust) held for the benefit or account of persons that are not US persons and
for which they exercise investment discretion, within the meaning of Rule 902(k)
(2)(i) of Regulation S under the US Securities Act.
37
SUMMARY OF ACQUISITION TERMS
• The acquisition of Coretex is effected by way of a purchase of all of the shares
in Coretex. Coretex is widely held, with a number of beneficial owners holding
through a nominee company.
• The transaction is predicated on an enterprise value (debt-free / cash-free) of
Coretex of NZ$188.3m. After deduction for estimated net debt at completion,
a completion payment of NZ$157.7m (assuming a normalised level of working
capital in the business) is anticipated. Of this consideration, approximately
NZ$79.9m is satisfied by EROAD in the form of ordinary shares being issued to
the current shareholders of Coretex via the Vendor Placement.
• The final purchase price is then adjusted post completion to reflect actual levels
of completion net working capital and net debt, against the estimated position.
• A further portion of the consideration is contingent upon the retention of
customers post transaction and the development and implementation of
Coretex’s technology platform. Up to NZ$14.2m will be payable based upon
the annualised recurring revenue achieved from certain key customers in the
United States and Australia over the 12 months post transaction. A further up
to NZ$16.4m will be payable based upon the satisfactory rollout of at least
5,000 CoreHub units (25% weighting), an agreed target manufacturing rate
and standards being achieved (25% weighting), certain capability and features
being developed implemented within the Coretex platform (25% weighting), and
certain customer satisfaction metrics being met (25% weighting), in each case to
be assessed over the 12 months post transaction. Of this consideration, around
50% is proposed to be satisfied by EROAD in the form of ordinary shares being
issued to the current shareholders of Coretex.
• The transaction is conditional on the ordinary resolution approval of the
transaction by EROAD shareholders, Commerce Commission clearance and
Overseas Investment Office approval, as well as other customary conditions for
a transaction of this nature. A special meeting is to be held for the purpose of
seeking EROAD shareholder approval in Auckland on 30 July 2021.
• Customary warranties and indemnities (the latter, including as to pre completion
tax liabilities and any holiday pay issues) are provided. These are subject to a
range of limitations, qualifications, deductibles and caps. EROAD considers the
warranty and indemnity position achieved to be market typical for transactions
of this nature in Australasia.
• EROAD has obtained warranty and indemnity insurance in respect of any claims
under the general warranties and tax indemnity, from Beazley Furlonge Limited.
As a consequence, EROAD’s recourse for warranty and/or indemnity breach will
be to the insurer rather than the Coretex vendors (subject to customary insurance
exceptions and save in respect of certain specific indemnities, which are not
insured).
• Certain key employees and shareholders of Coretex have provided personal non-
compete and other undertakings in favour of EROAD, of a 3 year duration.
38
THANK YOU
Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.