Increased Scale, Diversification and Synergies in Imaging & Analytic Capabilities
Expected to Drive Continuing Growth and Accelerate Innovation
BOTHELL, Wash., and ROCHESTER, NY, Jan. 7, 2013—EagleView® Technologies, the leading provider of automated 3D measurement technologies and analysis solutions and Pictometry® International, the leader in geo-referenced aerial image capture and visual-centric data analytics, jointly announced today that they have entered into a definitive merger agreement under which EagleView and Pictometry have combined their businesses into a single entity. EagleView and Pictometry closed the transaction on January 7, 2013.
The merger creates a global leader providing unparalleled geo-referenced aerial imagery and analytical software solutions servicing both government and commercial customers. The new entity will offer comprehensive and robust capabilities in aerial imagery collections, geospatial analytics and 3D measurement technologies. A more diversified revenue base, greater financial resources, advanced product capabilities and significant growth opportunities will reach across current industry segments – including local and regional government, insurance, energy and utilities and construction – as well as additional verticals.
Chris Barrow, EagleView’s chief executive officer, will lead the management team of the combined company as its president and chief executive officer, while Pictometry’s chief executive officer, Rick Hurwitz, will exit the business having worked closely with both companies in support of this transaction. This fulfills his vision to develop Pictometry into an end-to-end solutions provider that derives actionable information from aerial images. The management team of the new company will draw on a talented group of executive leaders from both companies with the six-member board of directors comprised of three EagleView directors and three Pictometry directors. The company will operate with offices in Bothell, Wash. and Rochester, NY while also maintaining satellite offices in other locations.
“Pictometry and EagleView each offer a highly valued set of solutions, which are excellent complements in the geo-referenced aerial imaging industry,” said Barrow. “In combining Pictometry’s world-class data and aerial image capture assets with EagleView’s remote measurement and analysis solutions, we are leveraging a portfolio of incredible technologies and world-class insights. This will create a compelling platform for continued strong growth and accelerating innovation. Now, with an even larger set of high-resolution imagery and unmatched data reports and services, we can offer more data, more compelling solutions and more value to our respective government and commercial clients, while also creating additional opportunities across multiple new market segments and geographic areas.”
“Bringing together the complementary talents and capabilities of these two category-defining companies represents a crowning step in Pictometry’s strategic evolution,” said Hurwitz. “This merger creates an integrated company with greater scale and diversification that will afford tremendous upside to customers and shareholders.”
The two companies have combined pro forma revenues of over $100 million for calendar year 2012 and have experienced significant historical growth. Given the highly complementary nature of each respective business, the new company expects the integration process to be seamless for customers as well as the vast majority of the employees of both companies.
Under the terms of the merger agreement, EagleView and Pictometry merged in a stock-for-stock merger-of-equals transaction pursuant to which both EagleView and Pictometry became wholly owned subsidiaries of a new entity. As a result of this transaction, the former shareholders of EagleView and Pictometry will each hold approximately 50% of the outstanding capital stock of the combined company on a fully-diluted basis. The merger was unanimously approved by the boards of directors of EagleView and Pictometry and was approved by the shareholders of both companies. Allen & Company LLC acted as EagleView’s financial advisor, and DLA Piper acted as EagleView’s legal counsel. Barnes & Thornburg LLP served as legal counsel to Pictometry.
Since inventing geo-referenced aerial oblique imaging in 2000, Pictometry International has defined the global standard for visual-centric data analytics, integration and reporting. Professionals across government agencies and commercial market segments use Pictometry’s patented technologies daily, overlaying GIS data and integrating existing systems to enhance productivity, gain unique insights, and change lives. With over 35 million images added annually to its cloud-accessible servers, the company’s unparalleled library now contains more than 210 million images– each mapped to the individual pixel. To learn more, visit pictometry.com or follow @Pictometry.
Since its inception in 2008, EagleView Technologies has become the leading provider of automated 3D measurement technologies serving the insurance and construction industries. With millions of measurement reports produced, customers rely upon EagleView’s patented technology and methods to provide scalable, efficient and highly accurate 3D measurements. The company’s product portfolio also includes related offerings such as EagleView Estimator, a simple, intuitive and powerful solution providing project estimates/bill of material and sales proposal capabilities to the construction industry, and the UnderWriter™Report, a risk management solution which integrates key parcel and property-centric data with measurement technologies for insurance carriers. For more information contact EagleView Technologies at (866) 659-8439 or visit us at eagleview.com.
Karen Edwards, EagleView
Kevin Paine, Pictometry
Sard Verbinnen & Co
Matt Benson / David Isaacs
212-687-8080 / 415-618-8750
A Cautionary Note about Forward-looking Statements
This press release contains information about our management’s view of our future expectations, plans and prospects that constitute forward-looking statements for purposes of the safe harbor provisions under The Private Securities Litigation Reform Act of 1995. Actual results may differ materially from historical results or those indicated by these forward-looking statements as a result of a variety of factors. For example, the merger involves the integration of two companies that have previously operated independently with principal offices in two distinct locations. EagleView and Pictometry have conducted only limited planning regarding the integration of the two companies. The combined company will be required to devote significant management attention and resources to integrating the two companies. Delays in this process could adversely affect the combined company’s business, operations financial results and financial condition. Even if EagleView and Pictometry were able to integrate our business operations successfully, there can be no assurance that this integration will result in the realization of the full benefits of synergies, cost savings, innovation and operational efficiencies that may be possible from this integration or that these benefits will be achieved witw4hin a reasonable period of time. Some other factors include, but are not limited to, risks and uncertainties associated with our financial condition, our ability to sell our products and services, our ability to compete with competitors and the growth of the existing aerial imagery and analytical software solutions markets as well as the development and growth of new markets and geographic areas for the combined company’s products and services.