The Mobility Solutions business unit of TechnoCom Corporation conducts a business which, among other things, develops, owns, markets, and licenses vehicle infrastructure integration technologies, including but not limited to multiband configurable networking units (MCNU), and related technology and intellectual property for the transportation and automotive industries, systems integrators and federal, state, and local government agencies. The Mobility Solutions business unit is located in Carlsbad, California, and currently employs twelve employees and two independent consultants. The Mobility Solutions business unit engages mainly in business with the Vehicle Infrastructure Integration Consortium (VIIC), a non-profit organization comprised of various automotive original equipment manufacturers, formed to develop and submit solution proposals to the United States Department of Transportation related to the new communication standard 5.9 GHz WAVE (Wireless Access in the Vehicular Environment) for future tolling systems, car-to-car communications and improved traffic safety, and the implementation of road traffic telematics solutions, as well as for use in "infotainment" and entertainment. The Mobility Solutions business unit provides solutions for the Vehicle Infrastructure Integration proof-of-concept projects and test beds located in Michigan, California and New York.
The purchase price for the assets of the Mobility Solutions business unit consists of USD 15.0 million in cash to be paid upon the closing of the transaction, the assumption of certain liabilities of the Mobility Solutions business unit, post-closing earn-out payments to TechnoCom of up to USD 4.0 million, which depend on the achievement of certain sales and operational milestones, and post-closing payments to TechnoCom based on the realization of certain tax benefits resulting from the transaction. The purchase price is subject to adjustment after the closing based on the final determination of closing date working capital. The closing of the transaction is subject to the satisfaction or waiver of certain closing conditions which Kapsch TrafficCom expects to be satisfied or waived in the course of June 2008.
Kapsch TrafficCom is an international supplier of superior intelligent transportation systems (ITS) and primarily supplies electronic toll collection systems. With its end-to-end solution portfolio, Kapsch TrafficCom covers the entire value creation chain of its customers, from products and systems to integration and operations, as a one-stop shop. Kapsch TrafficCom also offers solutions for urban access management as well as for traffic safety and security. Add-on applications to these solutions, such as traffic data collection, complement the offering. With references in 41 countries in all five continents, Kapsch TrafficCom has positioned itself among the internationally recognized suppliers of intelligent transportation systems. Kapsch TrafficCom AG is headquartered in Vienna, Austria, and represented in 25 countries.
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