Filed by Trimble Navigation Limited
pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
under the Securities and Exchange Act of 1934, as amended
Subject Company: @Road, Inc.
Commission File No.: 000-31511
This filing consists of a presentation given by Steven W. Berglund to employees of @Road, Inc. (@Road), relating to a proposed acquisition of @Road by Trimble Navigation Limited ("Trimble") pursuant to the terms of an Agreement and Plan of Merger, dated as of December 10, 2006 (the "Merger Agreement"), by and among Trimble, Roadrunner Acquisition Corp., a wholly-owned subsidiary of Trimble, and @Road. The Merger Agreement is on file with the U.S. Securities and Exchange Commission (the "SEC") as an exhibit to the Current Report on Form 8-K filed by @Road on December 11, 2006, and is incorporated by reference into this filing.
Additional Information about the Merger and Where to Find It
Trimble and @Road intend to file with the SEC a prospectus/proxy statement and other relevant materials in connection with the proposed acquisition of @Road by Trimble pursuant to the terms of an Agreement and Plan of Merger by and among Trimble, Roadrunner Acquisition Corp., a wholly-owned subsidiary of Trimble, and @Road. The prospectus/proxy statement will be mailed to the stockholders of @Road. Investors and security holders of @Road are urged to read the prospectus/proxy statement and the other relevant materials, as well as any amendments or supplements to those documents, when they become available because they will contain important information about Trimble, @Road and the proposed merger. The prospectus/proxy statement and other relevant materials (when they become available), and any other documents filed by Trimble or @Road with the SEC, may be obtained free of charge at the SEC's web site at www.sec.gov. In addition, investors and security holders may obtain free copies of the documents filed with the SEC by Trimble by contacting Trimble Investor Relations, 935 Stewart Drive, Sunnyvale, California 94085, (408) 481-7838. Investors and security holders may obtain free copies of the documents filed with the SEC by @Road by contacting @Road Investor Relations, 47071 Bayside Parkway, Fremont, California 94538, (510) 870-1317. Investors and security holders of @Road are urged to read the prospectus/proxy statement and the other relevant materials, as well as any amendments or supplements to those documents, when they become available before making any voting or investment decision with respect to the proposed merger.
Trimble, Steven Berglund, Trimble's President and Chief Executive Officer, and Trimble's other directors and executive officers may be deemed to be participants in the solicitation of proxies of @Road stockholders in connection with the proposed merger. Investors and security holders may obtain more detailed information regarding the names, affiliations and interests of Mr. Berglund and Trimble's other directors and executive officers in the solicitation by reading the prospectus/proxy statement when it becomes available.
@Road, Krish Panu, @Road's Chairman, Chief Executive Officer and President, and @Road's other directors and executive officers may be deemed to be participants in the solicitation of proxies of @Road stockholders in connection with the proposed merger. Such individuals may have interests in the proposed merger, including as a result of holding options or shares of @Road common stock. Investors and security holders may obtain more detailed information regarding the names, affiliations and interests of Mr. Panu and @Road's other directors and executive officers in the solicitation by reading the prospectus/proxy statement when it becomes available.
Presentation to
@Road Employees
December 11, 2006
(NASDAQ: TRMB)
Safe Harbor
The forward-looking statements made in this presentation and
any subsequent Q&A period, are subject to risks
and uncertainties. Trimble's actual results may differ materially
from those currently anticipated due to a number of factors,
including the competitive nature of the marketplace, the
condition of the worldwide economy and other factors detailed
in the company's form 10K for 2005 and subsequent 10Qs or
other documents filed with the Securities and Exchange
Commission.
2
425 Information
This communication shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of securities in any
jurisdiction in which such offer, solicitation or sale would
be unlawful prior to registration or qualification under the securities laws of any such
jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities
Act of 1933, as amended.
ADDITIONAL INFORMATION ABOUT THE MERGER AND WHERE TO FIND IT
Trimble and @Road intend to file with the SEC a prospectus/proxy statement and other relevant materials in connection with the proposed
acquisition of @Road by Trimble pursuant to the terms of an Agreement
and Plan of Merger by and among Trimble, Roadrunner Acquisition
Corp., a wholly-owned subsidiary of Trimble, and @Road. The prospectus/proxy statement will be mailed to the stockholders of @Road.
Investors and security holders of @Road are urged to
read the prospectus/proxy statement and the other relevant materials, as well as any
amendments or supplements to those documents, when they become available because they will contain important information about Trimble,
@Road and the proposed merger.
The prospectus/proxy statement and other relevant materials (when they become available), and any other
documents filed by Trimble or @Road with the SEC, may be obtained free of charge at the SEC's web site at www.sec.gov. In addition,
investors and
security holders may obtain free copies of the documents filed with the SEC by Trimble by contacting Trimble Investor
Relations, 935 Stewart Drive, Sunnyvale, California 94085, (408) 481-7838. Investors and security holders may obtain free copies
of the
documents filed with the SEC by @Road by contacting @Road Investor Relations, 47071 Bayside Parkway, Fremont, California 94538, (510)
870-1317. Investors and security holders of @Road are urged to read the prospectus/proxy statement and the other
relevant materials, as well
as any amendments or supplements to those documents, when they become available before making any voting or investment decision with
respect to the proposed merger.
Trimble, Steven Berglund, Trimble's President and Chief Executive Officer, and Trimble's other directors and executive officers may be
deemed to be participants in the solicitation of proxies of @Road stockholders
in connection with the proposed merger. Investors and security
holders may obtain more detailed information regarding the names, affiliations and interests of Mr. Berglund and Trimble's other directors and
executive officers in the solicitation by reading
the prospectus/proxy statement when it becomes available.
@Road, Krish Panu, @Road's Chairman, Chief Executive Officer and President, and @Road's other directors and executive officers may be
deemed to be participants in the solicitation of proxies of @Road stockholders
in connection with the proposed merger. Such individuals may
have interests in the proposed merger, including as a result of holding options or shares of @Road common stock. Investors and security
holders may obtain more detailed information regarding
the names, affiliations and interests of Mr. Panu and @Road's other directors and
executive officers in the solicitation by reading the prospectus/proxy statement when it becomes available.
3
Track Record of Consistent Financial Performance
R&D Spending
Non-GAAP Operating Income
4
Revenue
2006
REVENUE IN $ M
2002
(TTM as of Q3'06)
CAGR
E&C
319.6
$
606.1
$
19%
Field Solutions
67.3
$
133.9
$
20%
Mobile Solutions
8.5
$
54.3
$
64%
Advanced Devices
71.3
$
98.5
$
9%
TRIMBLE
466.6
$
892.8
$
19%
Trimbles 5 Year Share Price Performance
vs Dow, S&P, Nasdaq
5
Trimbles Technology Strategy Is Built on Convergence
GPS
Laser
Optical
Inertial
etc.
Cellular
Radio
Bluetooth
etc.
Firmware
Applications
ASP or discrete
delivery
etc.
6
Strategic Platforms
Connected Construction Site
Precision Agriculture
Managing Mobility
Advanced Devices
7
Trimbles Applications Centric Concept
Defining Elements
Productivity improvement is central
Position or location is part of the solution
Centered on the field or field to back office
Underserved significant penetration
potential
Significant applications software content
Price reflects value
Defensibility based on whole product
solution
Compelling leadership
Pioneering distribution
Configuration & localization
Search for adjacencies
End User
Solutions
Box Products
2005 Revenues
8
Trimble Success Depends on Becoming a True
International Company
International Sales/Support Centers
Australia Korea
China Netherlands
Dubai Russia
France Singapore
Germany Sweden
Italy U.K.
Japan
Manufacturing & Hardware R&D
California Germany
Canada Japan
China Ohio
France Sweden
Virginia Oregon
Mexico
Software Development
Arizona Japan
Colorado New Zealand
Germany Oregon
France Virginia
Massachusetts Texas
Australia Canada
Florida
54%
25%
11%
10%
2005 Revenue
9
History of Value Creating Acquisitions
2000 to present
21 successful acquisitions no goodwill impairment
Spectra Precision (2000) enabled #1 position and
Connected Construction Site strategic initiative
Acquisitions focused strategically within our Connected
Construction Site and Mobile Solutions initiatives:
Technology extension (MENSI, Applanix, XYZ Solutions)
Market beachhead (Bitwyse, Grid Data, APS, MobileTech)
Market extension (TracerNet, Eleven)
Transforming (Spectra Precision, @Road)
10
50 million
mobile
workers
40 million
mobile
workers
Source: Mobile worker population per IDC, Worldwide Mobile Worker Population 2005-2009 Forecast and Analysis. Revenue and
subscriber growth projections per Frost & Sullivan.
Global Mobile Resource Management (MRM) Potential
United States
Europe
Asia
Rest of World
30 million
mobile
workers
20 million
mobile workers
11
Articulated Strategies Are Complementary
Emphasis on high-value vertical applications
Tight integration with enterprise model
Integration of handheld and vehicle applications
Validation followed by aggressive expansion
Further penetrate target markets and expand into new markets
Create new value-added services for customers
Expand services internationally
Acquire complementary technologies
Both strategies recognize MRM as emerging best practice
12
Trimble Mobile Solutions (TMS) Strategy Contains
Significant Acquisition Element
TMS Acquisitions To-Date
13
Leveraging Common Core Capabilities
Into Diverse Applications With Unique Needs
Core
Capabilities
Internet
Layer
14
@Road Enables Trimble to Provide Complete
End-to-End MRM Solutions
The Work
The Assets
The Worker
Field Force
Management
+ Manage the
Mobile Worker
(Location)
Field Service
Management
+ Manage Mobile
Workers Work
(Workflow)
Field Asset
Management
+ Manage Mobile
Workers Assets
(Vehicle and
Inventory)
15
Productivity & compliance
Location services
Messaging
Vehicle reports
Auto-status
Security
DOT logs
Fuel tax
RFID and sensor solutions
Maintenance parameters
Diagnostics
Driver services
Driver safety
Road services
Pre-sales
Direct store delivery
Field service
Merchandising
Inventory updates
Work order information capture
Demand forecasting
Smart selling
Smart quantity
Billing & collections
Pricing and promotion
Scanning, printing
Part order history
Navigation, alerts, messaging
Appointment booking
Dynamic scheduling
Routing
Dispatching
Job creation
Assignment of assets
Capacity management
Vehicle Solutions
Combined Capabilities Create
MRM Leadership
Back Office Solutions
Mobile Worker Solutions
16
Rationale for Transaction
Enhances growth and margin profile
Adds sizable stream of recurring revenues
Further diversifies Trimbles overall business mix
Enables MRM leadership
Increases access to global MRM segment
Reinforces Trimbles existing businesses
Extends Trimbles technology platform
Accelerates the pace of product innovation for customers
Enhances customer access through strong channel relationships
2006 TMS Contribution
2007 Projected TMS Contribution
TMS 6% of total company revenue
TMS 14% of total company revenue
17
Trimbles Values
Coupling all our efforts to market objectives, staying
centered on a clear definition of
our customers and their
needs.
Aggressive entrepreneurship and disciplined
risk taking
enabled by clear strategies.
Brilliant innovation driven by long term vision.
Speed and decisiveness built on
precision in our
thinking, planning, and communication.
Accountability for our results.
An organizational environment consistent with the values
of teamwork,
transparency, integrity, and respect.
18