The regulatory announcement explains that Hexagon, Topcon Europe B.V. and Topcon Corporation have entered into a memorandum of understanding (MoU) related to Veripos, Inc. Hexagon Acquisition Ltd., an indirectly wholly owned subsidiary of Hexagon, has made an unconditional cash offer for all outstanding shares in Veripos not already owned by Hexagon Acquisition Ltd. Hexagon Acquisition Ltd. owns and has received acceptances and pre-acceptances for a total of 9,980,630 shares, representing 30.1 per cent of the outstanding shares in Veripos.
Under the MoU, Hexagon would establish a customer agreement between Topcon and Veripos, under which Topcon will act as a reseller of the satellite broadcast correction signal offered by Veripos. This “TerraStar Agreement” between Veripos and Topcon is intended to be an agreement with TerraStar GNSS Ltd., a wholly-owned subsidiary of Veripos and the contractual partner for all resellers and customers of the on-shore services. Under the TerraStar Agreement, Topcon will be entitled to offer the signal to its customers and to make its products compatible with the signal.
Also under the MoU, Hexagon and Topcon will establish a separate joint venture company on an equal partner basis for the purposes of pursuing joint efforts and cooperation in relation to the future development and direction of the services provided under the TerraStar Agreement.
GNSS receiver manufacturers who are partners with TerraStar include NovAtel, Altus Positioning Systems, and Septentrio Satellite Navigation.
The acceptance period for the unconditional cash offer expires on January 29, subject to further extensions but not beyond February 7.