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Trimble Buys Transporeon For $2B

December 14, 2022

Trimble has agreed to acquire Transporeon, a leading cloud-based transportation management software platform, in an all-cash transaction valued at 1.88 billion. Transporeon's software platform provides modular applications that power a global network for 145,000 carriers and 1,400 shippers and load recipients with an integrated suite of best-in-class sourcing, planning, execution, monitoring and settlement tools. Trimble will acquire Transporeon from Hg, a leading software and services investor and current majority shareholder in the business.

Transporeon's open platform integrates with more than 3,000 global ERP and transportation management systems, enabling a dense network to facilitate more than 25 million on-platform transports in 2022. Transporeon helps customers increase competitiveness, lower costs, reduce waste and solve complex freight problems through automation, real-time insights and network participation. Transporeon operates predominantly in Europe, as well as in developed markets across the Americas and Asia.

Consistent with its cloud software model, Transporeon has a strong financial profile with recurring revenue representing over 90% of total revenue, with extremely low churn and net retention consistently in excess of 110%. Transporeon will be immediately accretive to Trimble's revenue growth and margin profile, and has generated profitable growth over the past 15 plus years, through various stages of the economic cycle.

"Transporeon is a leading market player with a large TAM, profitable growth and a platform focused on connected supply chain infrastructure, all of which are highly aligned with Trimble's Connect & Scale strategy," said Rob Painter, CEO of Trimble. "Under the leadership of Stephan Sieber and the talented management team, Transporeon has exhibited rapidly increasing network density and an accelerating customer adoption curve. Its solutions are deeply integrated with carriers and shippers, and we are confident the platform will play an increasingly important role in the modernization of supply chains globally. We look forward to working together to enhance and expand on the company's significant growth trajectory, and to offer enhanced TMS platform solutions to Transporeon customers in Europe and to Trimble customers in the North American market."

"I am incredibly proud of our team's dedication and commitment, which has culminated in this exciting transaction," said Stephan Sieber, CEO of Transporeon. "We have built a remarkable platform and sustained profitable growth to become a leader in this attractive market. This transaction will give us the runway to take what we have created to the next level by uniting our powerful European platform with Trimble's North American carrier-focused platform. I'm excited to be part of the Trimble team for this next phase of growth."

Compelling Strategic and Financial Benefits

Scaled cloud-based transportation management platform. Transporeon's platform and network enables 145,000 carriers and logistics service providers and 1,400 shippers and load recipients to managing approximately 48 billion of freight spend and over 25 million transports each year. Network participation has grown continuously over 15 years and the platform integrates with more than 3,000 global ERP, WMS and TMS systems.

Growing and profitable market leader in an attractive market, adds to Trimble's TAM. Transporeon is a scaled, high-growth software platform expected to generate approximately 190 million of revenue in 2023 on a full-year basis, representing approximately 25% growth year-over-year. Transporeon Non-GAAP gross margins in 2023 are expected to be approximately 80%, with Adjusted EBITDA margin of approximately 30% post-closing. The addition of Transporeon expands Trimble's TAM by approximately $5 billion, with its strong footprint into the European market.

Financially and strategically compelling to Trimble shareholders. Greater than 90% of Transporeon revenue is subscription or recurring transactional revenue, and the business consistently achieves greater than 110% net retention with very low churn. The transaction is expected to be immediately growth and margin accretive to Trimble, and neutral to Non-GAAP EPS in 2024.

Best-in-class management team. Transporeon's management team is comprised of leaders in software, transportation, supply chain and logistics, and network management. Our shared culture of innovation and customer-centric solutions will help deliver breakthrough customer value.

Enhances productivity and sustainability solutions for Trimble and Transporeon customers. The transportation industry is both a major contributor to global energy consumption and is notoriously inefficient. Transporeon furthers Trimble's sustainability offering by helping to reduce under-utilized carrier capacity and "empty miles," and to enhance the tracking, reporting and management of emissions.

Transaction Details

The all-cash purchase price of 1.88 billion is expected to be funded through a combination of cash on hand and new indebtedness. In connection with the acquisition, Trimble has obtained 1.88 billion in committed financing, subject to customary conditions. Bank of America is serving as transaction financing provider to Trimble. Trimble is committed to maintaining an investment grade rating and expects to rapidly reduce its leverage by limiting additional acquisitions and temporarily suspending share buybacks.

The Transporeon business will be reported as part of Trimble's Transportation segment.

Timing and Approvals

The transaction is expected to close in the first half of 2023, subject to customary closing conditions including regulatory approvals.

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