BOTHELL, Wash., and ROCHESTER, N.Y. — EagleView® Technologies and analysis solutions and Pictometry® International jointly announced 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 Jan. 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 3-D 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 percent 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.