REG-VerizonCommunication: Acquisition(s) <Origin Href="QuoteRef">FLTX.N</Origin> <Origin Href="QuoteRef">VZ.N</Origin> - Part 1

Verizon CommunicationsAnnouncement

01/08/2016 13:05

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

For immediate release

1 August 2016

Recommended Cash Offer

for

FLEETMATICS GROUP PLC

by

VERIZON BUSINESS INTERNATIONAL HOLDINGS B.V.

A WHOLLY-OWNED SUBSIDIARY OF

VERIZON COMMUNICATIONS INC.

(to be implemented by way of a scheme of arrangement under Chapter 1 of Part 9
of the Irish Companies Act 2014)

Summary

·            Verizon Communications Inc. (“Verizon”) (NYSE,
Nasdaq: VZ) and Fleetmatics Group PLC (“Fleetmatics”) (NYSE: FLTX) are
pleased to announce that they have reached agreement on the terms of a
recommended cash offer pursuant to which Verizon Business International
Holdings B.V. (“Bidco”), an indirect wholly-owned subsidiary of Verizon,
will acquire the entire issued and to be issued share capital of Fleetmatics.

·            Under the terms of the Acquisition, Fleetmatics
Shareholders will be entitled to receive:

for each Fleetmatics Ordinary Share                US$60.00 in
cash

·            The Acquisition values the entire issued share
capital of Fleetmatics (on a fully diluted basis) at approximately US$2.4
billion.

·            The Cash Consideration represents a premium of
approximately:

·            40% to Fleetmatics’ closing share price of US$42.96
on 29 July 2016 (being the last practicable date prior to the publication of
this Announcement);

·            40% to Fleetmatics’ volume weighted average share
price of US$43.01 over the past 30 trading day period ending 29 July 2016; and

·            49% to Fleetmatics’ volume weighted average share
price of US$40.15 over the past 90 trading day period ending 29 July 2016.

·            It is intended that the Acquisition will be
implemented by means of a High Court-sanctioned scheme of arrangement under
Chapter 1 of Part 9 of the Act (or, if Verizon elects, subject to the terms of
the Transaction Agreement and with the consent of the Panel, a Takeover
Offer).  The Acquisition is conditional on, among other things, (i) the
approval by Fleetmatics Shareholders of the Court Meeting Resolution and the
EGM Resolutions and (ii) the sanction of the Scheme and the confirmation of
the Reduction of Capital, by the High Court.

·            The Fleetmatics Directors, who have been so advised
by Morgan Stanley & Co. International plc as to the financial terms of the
Acquisition, consider the terms of the Acquisition to be fair and
reasonable.  In providing their advice to the Fleetmatics Directors, Morgan
Stanley & Co. International plc has taken into account the commercial
assessments of the Fleetmatics Directors. The Fleetmatics Directors
unanimously determined that the Transaction Agreement and the transactions
contemplated thereby, including the Scheme, are advisable for, fair to and in
the best interests of, the Fleetmatics Shareholders.

·            Accordingly, the Fleetmatics Directors intend to
recommend unanimously that Fleetmatics Shareholders vote or procure votes in
favour of the Court Meeting Resolution and the EGM Resolutions, or in the
event that the Acquisition is implemented by way of a Takeover Offer,
Fleetmatics Shareholders accept or procure acceptance of the Takeover Offer.

·            Rule 30.2 of the Takeover Rules requires that, except
with the consent of the Panel, and subject to Rule 2.7 of the Takeover Rules,
Fleetmatics must dispatch the Scheme Document to Fleetmatics Shareholders
within 28 days of the announcement of a firm intention to make an offer, being
in this Announcement. The Scheme Document will be included in the Proxy
Statement that Fleetmatics is required to file with the SEC in connection with
the Acquisition. The preparation of the Proxy Statement and, if the SEC staff
elects to review the Proxy Statement, the SEC staff’s review of it may take
more than 28 days. Under SEC rules, if the SEC staff elects to review the
Proxy Statement, the Scheme Document cannot be dispatched to Fleetmatics
Shareholders until the Proxy Statement is cleared by the SEC staff.
Accordingly, on 28 July 2016, the Panel agreed to grant the parties a
derogation from Rule 30.2. The Panel granted the derogation on the basis that
the Proxy Statement might be reviewed by the SEC staff, in which case the
Scheme Document cannot be dispatched until the Proxy Statement is cleared by
the SEC staff. If the SEC staff elects to review the Proxy Statement, the
Scheme Document will be dispatched to Fleetmatics Shareholders as soon as
practicable after the Proxy Statement is cleared by the SEC staff.  If the
SEC staff does not elect to review the Proxy Statement, the Scheme Document
will be dispatched to Fleetmatics Shareholders as soon as practicable after
the Proxy Statement is able to be filed by Fleetmatics in definitive form with
the SEC. The Scheme Document will also be made available on Fleetmatics’
website Ir.fleetmatics.com.

·            Commenting on the Acquisition, Andrés Irlando, CEO
of Verizon Telematics, said:

“Fleetmatics is a market leader in North America – and increasingly
internationally – and they've developed a wide-range of compelling
SaaS-based products and solutions for small- and medium-sized businesses. The
powerful combination of products and services, software platforms, robust
customer bases, domain expertise and experience, and talented and passionate
teams among Fleetmatics, the recently-acquired Telogis, and Verizon Telematics
will position the combined companies to become a leading provider of fleet and
mobile workforce management solutions globally.”

·            Commenting on the Acquisition, Jim Travers, Chairman
and Chief Executive Officer of Fleetmatics, said:

“Verizon and Fleetmatics share a vision that the SaaS-based fleet management
solution market is extraordinarily large, lightly penetrated, global and
fragmented which can best be attacked together with a world class product
offering and the largest distribution channel in the industry.   Fleetmatics
brings over 37,000 customers, approximately 737,000 subscribers, a broad
portfolio of industry leading products, and a team of 1,200 professionals
focused on solving the critical challenges of businesses that deploy mobile
workforces. We are excited to partner with Verizon in fulfilling the mission
of becoming the largest mobile workforce management company in the world.”

Enquiries

Verizon

Bob Varettoni                            Tel: + 1
908 559 6388

PJT PARTNERS LP
(Financial Adviser to Verizon)

New York                                 
Tel: +1 212 364 7800

Rob Friedsam
Dan Lee
Thomas Nicholls

San Francisco                           Tel: +1 415
262 3100

Ivan Brockman
Matthew Breen

London                                    
Tel: +44 (0) 20 3650 1100 

Basil Geoghegan
Owain Parry

Wells Fargo Securities, LLC
(Financial Adviser to Verizon)

New York                                 
Tel:  +1 212 214 0000

Jim Broner
Vartan Aznavoorian
Maxwell Gover

London                                    
Tel: +44 (0) 20 7759 3468

Sam Small
Calvin Tarlton

Fleetmatics

Brian Norris                               Tel:
+1 781 577 4657

Morgan Stanley
(Financial Adviser to Fleetmatics)

Pedro Costa                             Tel: +1
212 761 4000

Brett Klein
Anatoliy Gliberman

Colm Donlon                             Tel:  +44
207 425 8000
David Kitterick

This summary should be read in conjunction with the full text of the following
Announcement and its appendices

The Conditions to, and certain further terms of, the Acquisition are set out
in Appendix I to this Announcement.  Appendix II to this Announcement
contains certain sources of information and bases of calculation contained in
this Announcement.  Certain terms used in this Announcement are defined in
Appendix III to this Announcement.

Statements required by the Takeover Rules

The Verizon Directors and Bidco Directors accept responsibility for the
information contained in this Announcement other than that relating to
Fleetmatics, the Fleetmatics Group and the Fleetmatics Directors and members
of their immediate families, related trusts and persons connected with them.
To the best of the knowledge and belief of the Verizon Directors and the Bidco
Directors (who, in each case, have taken all reasonable care to ensure that
such is the case), the information contained in this Announcement for which
they accept responsibility is in accordance with the facts and does not omit
anything likely to affect the import of such information.

The Fleetmatics Directors accept responsibility for the information contained
in this Announcement relating to Fleetmatics, the Fleetmatics Group and the
Fleetmatics Directors and members of their immediate families, related trusts
and persons connected with them. To the best of the knowledge and belief of
the Fleetmatics Directors (who have taken all reasonable care to ensure such
is the case), the information contained in this Announcement for which they
accept responsibility is in accordance with the facts and does not omit
anything likely to affect the import of such information.

PJT, a U.S. registered broker-dealer regulated by FINRA and a member of SIPC,
is acting for Verizon and no-one else in connection with the matters set out
in this Announcement and will not be responsible to anyone other than Verizon
for providing advice in relation to the matters in this Announcement. 
Neither PJT nor any of its subsidiaries, branches or affiliates owes or
accepts any duty, liability or responsibility whatsoever (whether direct or
indirect, whether in contract, in tort, under statute or otherwise) to any
person who is not a client of PJT in connection with this Announcement, any
statement contained herein or otherwise.

Wells Fargo Securities is a U.S. registered broker-dealer regulated by the SEC
and FINRA and a member of SIPC, is acting for Verizon and no-one else in
connection with the matters set out in this Announcement and will not be
responsible to anyone other than Verizon for providing advice in relation to
the matters in this Announcement.  Neither Wells Fargo Securities nor any of
its subsidiaries, branches or affiliates owes or accepts any duty, liability
or responsibility whatsoever (whether direct or indirect, whether in contract,
in tort, under statute or otherwise) to any person who is not a client of
Wells Fargo Securities in connection with this Announcement, any statement
contained herein or otherwise.

Morgan Stanley & Co. LLC, acting through its affiliate Morgan Stanley & Co.
International plc, which is authorised by the Prudential Regulation Authority
and regulated by the Financial Conduct Authority and the Prudential Regulation
Authority in the United Kingdom, is acting as financial adviser to Fleetmatics
and for no one else in relation to the matters referred to in this
Announcement. In connection with such matters, Morgan Stanley & Co. LLC,
Morgan Stanley & Co. International plc, each of their affiliates and their
respective directors, officers, employees and agents will not regard any other
person as their client, nor will they be responsible to anyone other than
Fleetmatics for providing the protections afforded to their clients or for
providing advice in connection with the matters described in this Announcement
or any matter referred to herein.

This Announcement is for information purposes only and is not intended to, and
does not, constitute or form any part of any offer or invitation, or the
solicitation of an offer, to purchase or otherwise acquire, subscribe for,
sell or otherwise dispose of any securities or the solicitation of any vote or
approval in any jurisdiction pursuant to the Acquisition or otherwise, nor
shall there be any sale, issuance or transfer of securities in any
jurisdiction in contravention of applicable law.  The Acquisition will be
made solely by means of the Scheme Document (or, if applicable, the Takeover
Offer Document), which will contain the full terms and conditions of the
Acquisition, including details of how to vote in respect of the Acquisition.
Any decision in respect of, or other response to, the Acquisition, should be
made only on the basis of the information contained in the Scheme Document
(or, if applicable, the Takeover Offer Document).

This Announcement does not constitute a prospectus or a prospectus equivalent
document.

This Announcement has been prepared for the purpose of complying with the laws
of Ireland and the Takeover Rules and the information disclosed may not be the
same as that which would have been disclosed if this Announcement had been
prepared in accordance with the laws of jurisdictions outside of Ireland.

Verizon cautionary statement regarding forward-looking statements

This Announcement contains forward-looking statements. These statements are
based on estimates and assumptions and are subject to risks and uncertainties.
Forward-looking statements include the Verizon Group’s and the Combined
Group’s estimated or anticipated future results, or other non-historical
facts. Forward-looking statements also include those preceded or followed by
the words “anticipates,” “believes,” “estimates,” “hopes” or
similar expressions. For those statements, Verizon claims the protection of
the safe harbor for forward-looking statements contained in the Private
Securities Litigation Reform Act of 1995. The following important factors,
along with those discussed in Verizon’s filings with the SEC, could affect
future results and could cause those results to differ materially from those
expressed in the forward-looking statements: integration of the Fleetmatics
acquisition and benefits of the Fleetmatics acquisition; the risk that the
required regulatory approvals for the proposed transaction are not obtained,
are delayed or are subject to conditions that are not anticipated; the
anticipated size of the markets and continued demand for Fleetmatics’
products; adverse conditions in the U.S. and international economies; the
effects of competition in the markets in which Verizon or Fleetmatics operate;
material changes in technology or technology substitution; disruption of
Verizon or Fleetmatics’ key suppliers’ provisioning of products or
services; changes in the regulatory environment, including any increase in
restrictions on Verizon’s ability to operate its networks; breaches of
network or information technology security, natural disasters, terrorist
attacks or acts of war or significant litigation and any resulting financial
impact not covered by insurance; Verizon’s high level of indebtedness; an
adverse change in the ratings afforded Verizon’s debt securities by
nationally accredited ratings organizations or adverse conditions in the
credit markets affecting the cost, including interest rates, and/or
availability of further financing; material adverse changes in labor matters,
including labor negotiations, and any resulting financial and/or operational
impact; significant increases in benefit plan costs or lower investment
returns on plan assets; changes in tax laws or treaties, or in their
interpretation; changes in accounting assumptions that regulatory agencies,
including the SEC, may require or that result from changes in the accounting
rules or their application, which could result in an impact on earnings; the
inability to implement Verizon’s or the Combined Group’s business
strategies; the inability to realize the benefits of Verizon’s or the
Combined Group’s strategic acquisitions;  those discussed in Fleetmatics’
Annual Report on Form 10-K for the year ended December 31, 2015 and Amendment
No. 1 thereto under the heading “Risk Factors,” as updated from time to
time by Fleetmatics’ Quarterly Reports on Form 10-Q and other documents of
Fleetmatics on file with the SEC or in the proxy statement on Schedule 14A
that will be filed with the SEC by Fleetmatics; and those discussed in
Verizon’s Annual Report on Form 10-K for the year ended December 31, 2015
under the heading “Risk Factors,” as updated from time to time by
Verizon’s Quarterly Reports on Form 10-Q and other documents of Verizon on
file with the SEC. There may be additional risks that neither Fleetmatics nor
Verizon presently know or that Fleetmatics and Verizon currently believe are
immaterial that could also cause actual results to differ from those contained
in the forward-looking statements. In addition, forward-looking statements
provide Fleetmatics’ and Verizon’s expectations, plans or forecasts of
future events and views as of the date of this communication. Fleetmatics and
Verizon anticipate that subsequent events and developments will cause
Fleetmatics’ and Verizon’s assessments to change.  However, while
Fleetmatics and Verizon may elect to update these forward-looking statements
at some point in the future, Fleetmatics and Verizon specifically disclaim any
obligation to do so. These forward-looking statements should not be relied
upon as representing Fleetmatics’ and Verizon’s assessments as of any date
subsequent to the date of this Announcement.

Fleetmatics cautionary statement regarding forward-looking statements

This Announcement contains forward-looking statements. These statements are
based on estimates and assumptions and are subject to risks and uncertainties.
Forward-looking statements include the Fleetmatics Group’s estimated or
anticipated future results, or other non-historical facts. Forward-looking
statements also include those preceded or followed by the words "will", "may",
"could", "would", "to be", "might", "believe", "anticipate", "expect", "plan",
"estimate", "forecast", "future", "positioned", "potential", "intend",
"continue", "remain", "scheduled", "outlook", "set to", "subject to",
"upcoming", "target" or similar expressions. For those statements, Fleetmatics
claims the protection of the safe harbor for forward-looking statements
contained in the Private Securities Litigation Reform Act of 1995. The
following important factors, along with those discussed in Fleetmatics’
filings with the SEC, could affect future results and could cause those
results to differ materially from those expressed in the forward-looking
statements: uncertainties as to the timing of the Fleetmatics acquisition;
uncertainties as to whether Verizon will be able to consummate the
acquisition; uncertainties as to whether the Scheme Shareholders will provide
the requisite approvals for the acquisition on a timely basis or at all; the
possibility that competing offers will be made; the possibility that certain
conditions to the consummation of the acquisition will not be satisfied,
including without limitation obtaining the requisite approval of the scheme of
arrangement; the possibility that Verizon will be unable to obtain regulatory
approvals for the Fleetmatics acquisition on a timely basis or at all; the
possibility that Scheme Shareholders will file lawsuits challenging the
acquisition, including actions seeking to rescind the scheme of arrangement or
enjoin the consummation of the acquisition; changes in relevant tax and other
laws or regulations; the diversion of Fleetmatics management time and
attention to issues relating to the acquisition and integration; operating
costs, customer loss and business disruption (including, without limitation,
difficulties in maintaining relationships with employees, customers, clients
or suppliers) occurring prior to completion of the acquisition or if the
acquisition is not completed; the difficulty retaining certain key employees
of Fleetmatics as a result of the announcement of the acquisition; the scope,
timing and outcome of any ongoing legal proceedings involving Verizon or
Fleetmatics and the impact of any such proceedings on the Fleetmatics
acquisition or on the financial condition, results of operations and/or cash
flows of Fleetmatics; the possibility that costs, fees, expenses or charges
Fleetmatics incurs in connection with the acquisition are greater than
expected; the possibility that the scheme of arrangement may be terminated in
circumstances that require Fleetmatics to reimburse certain expenses to
Verizon related to the acquisition; and changes in the economic and financial
conditions of the businesses of Verizon or Fleetmatics; and those discussed in
Fleetmatics’ Annual Report on Form 10-K for the year ended December 31, 2015
and Amendment No. 1 thereto under the heading “Risk Factors,” as updated
from time to time by Fleetmatics’ Quarterly Reports on Form 10-Q and other
documents of Fleetmatics on file with the SEC or in the proxy statement on
Schedule 14A that will be filed with the SEC by Fleetmatics. There may be
additional risks that neither Fleetmatics nor Verizon presently know or that
Fleetmatics and Verizon currently believe are immaterial that could also cause
actual results to differ from those contained in the forward-looking
statements. In addition, forward-looking statements provide Fleetmatics’ and
Verizon’s expectations, plans or forecasts of future events and views as of
the date of this communication. Fleetmatics and Verizon anticipate that
subsequent events and developments will cause Fleetmatics’ and Verizon’s
assessments to change.  However, while Fleetmatics and Verizon may elect to
update these forward-looking statements at some point in the future,
Fleetmatics and Verizon specifically disclaim any obligation to do so. These
forward-looking statements should not be relied upon as representing
Fleetmatics’ and Verizon’s assessments as of any date subsequent to the
date of this Announcement.

Disclosure requirements of the Takeover Rules

Under the provisions of Rule 8.3 of the Takeover Rules, if any person is, or
becomes, “interested” (directly or indirectly) in, 1% or more of any class
of “relevant securities” of Fleetmatics, all “'dealings” in any
“relevant securities” of Fleetmatics (including by means of an option in
respect of, or a derivative referenced to, any such “relevant securities”)
must be publicly disclosed by not later than 3:30 pm (Irish time) on the
“business” day following the date of the relevant transaction.  This
requirement will continue until the date on which the “offer period”
ends.  If two or more persons co-operate on the basis of any agreement,
either express or tacit, either oral or written, to acquire an “interest”
in “relevant securities” of Fleetmatics, they will be deemed to be a
single person for the purpose of Rule 8.3 of the Takeover Rules.

Under the provisions of Rule 8.1 of the Takeover Rules, all “dealings” in
“relevant securities”' of Fleetmatics by Verizon or Bidco, or by any party
Acting in Concert with either of them, must also be disclosed by no later than
12 noon (Irish time) on the “business” day following the date of the
relevant transaction.

A disclosure table, giving details of the companies in whose “relevant
securities” “dealings” should be disclosed, can be found on the Irish
Takeover Panel's website at www.irishtakeoverpanel.ie.

“Interests in securities” arise, in summary, when a person has long
economic exposure, whether conditional or absolute, to changes in the price of
securities. In particular, a person will be treated as having an
“interest” by virtue of the ownership or control of securities, or by
virtue of any option in respect of, or derivative referenced to, securities.

Terms in quotation marks are defined in the Takeover Rules, which can also be
found on the Irish Takeover Panel's website. If you are in any doubt as to
whether or not you are required to disclose a dealing under Rule 8, please
consult the Irish Takeover Panel's website at www.irishtakeoverpanel.ie or
contact the Irish Takeover Panel on telephone number +353 1 678 9020 or fax
number +353 1 678 9289.

No profit forecasts, estimates or asset valuations

No statement in this Announcement is intended as a profit forecast or estimate
for any period and no statement in this Announcement should be interpreted to
mean that earnings or earnings per share, for Verizon, Bidco or Fleetmatics,
respectively for the current or future financial years would necessarily match
or exceed the historical published earnings or earnings per share for Verizon,
Bidco or Fleetmatics, respectively.  No statement in this Announcement
constitutes an asset valuation.

Right to switch to a Takeover Offer

Verizon reserves the right to elect, subject to the terms of the Transaction
Agreement and with the consent of the Panel, to implement the Acquisition by
way of a Takeover Offer for the entire issued and to be issued share capital
of Fleetmatics as an alternative to the Scheme.  In such an event, the
Takeover Offer will be implemented on the same terms (subject to appropriate
amendments), so far as applicable, as those which would apply to the Scheme
and subject to the amendments referred to in Appendix I to this Announcement
and in the Transaction Agreement.

Publication on website

Pursuant to Rule 2.6(c) of the Takeover Rules, this Announcement will be made
available to Verizon’s employees on Verizon’s website (www.verizon.com)
and Fleetmatics employees on Fleetmatics’ website (Ir.fleetmatics.com).

Neither the content of this website nor the content of any other website
accessible from hyperlinks on such website is incorporated into, or forms part
of, this Announcement.

Rounding

Certain figures included in this Announcement have been subjected to rounding
adjustments. Accordingly, figures shown for the same category presented in
different tables may vary slightly and figures shown as totals in certain
tables may not be an arithmetic aggregation of the figures that precede them.

Fleetmatics Earnings Call and Guidance for the Year 2016

Fleetmatics will announce the cancellation of its earnings call in respect of
the 6 months ended 30 June 2016 which was previously scheduled for 9 August
2016 and the withdrawal of its most recent guidance in respect of the full
year 2016 issued on 4 May 2016.

General

The laws of the relevant jurisdictions may affect the availability of the
Acquisition to persons who are not resident in Ireland. Persons who are not
resident in Ireland, or who are subject to laws of any jurisdiction other than
Ireland, should inform themselves about, and observe, any applicable legal or
regulatory requirements. Any failure to comply with the applicable legal or
regulatory requirements may constitute a violation of the laws and/or
regulations of any such jurisdiction. To the fullest extent permitted by
applicable law, the companies and persons involved in the Acquisition disclaim
any responsibility and liability for the violation of such restrictions by any
person.

The Acquisition will not be made available, directly or indirectly, in a
Restricted Jurisdiction, and the Acquisition will not be capable of acceptance
from within a Restricted Jurisdiction.

The release, publication or distribution of this Announcement in or into
certain jurisdictions may be restricted by the laws of those jurisdictions.
Accordingly, copies of this Announcement and all other documents relating to
the Acquisition are not being, and must not be, released, published, mailed or
otherwise forwarded, distributed or sent in, into or from any Restricted
Jurisdiction. Persons receiving such documents (including, without limitation,
nominees, trustees and custodians) should observe these restrictions. Failure
to do so may constitute a violation of the securities laws of any such
jurisdiction. To the fullest extent permitted by applicable law, Verizon,
Bidco and Fleetmatics disclaim any responsibility or liability for the
violations of any such restrictions by any person.

Important additional information to be filed with the SEC

In connection with the Acquisition, Fleetmatics will file with the SEC and
mail or otherwise provide to its shareholders a Proxy Statement regarding the
proposed transaction. INVESTORS AND SHAREHOLDERS ARE URGED TO READ THE PROXY
STATEMENT (INCLUDING THE SCHEME DOCUMENT) AND OTHER RELEVANT DOCUMENTS FILED
OR TO BE FILED WITH THE SEC CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE THEY
WILL CONTAIN IMPORTANT INFORMATION ABOUT FLEETMATICS, THE ACQUISITION AND
RELATED MATTERS. Investors and security holders will be able to obtain free
copies of the Proxy Statement (including the Scheme Document) and other
documents filed by Fleetmatics with the SEC at www.sec.gov. In addition,
investors and shareholders will be able to obtain free copies of the Proxy
Statement (including the Scheme Document) and other documents filed by
Fleetmatics at ir.fleetmatics.com or by calling 781.577.4657.

Participants in the solicitation

Verizon, Fleetmatics and their respective directors, officers and employees
may be considered participants in the solicitation of proxies from the
Fleetmatics Shareholders in respect of the transactions contemplated by this
Announcement. Information regarding the persons who may, under the rules of
the SEC, be deemed participants in the solicitation of the Fleetmatics
Shareholders in connection with the proposed transactions, including names,
affiliations and a description of their direct or indirect interests, by
security holdings or otherwise, will be set forth in the Proxy Statement and
other relevant materials to be filed with the SEC or, in the case of
Verizon’s directors, officers and employees, in the materials filed by
Verizon with the SEC, including in the proxy statement for Verizon’s 2016
Annual Meeting of Shareholders, which was filed with the SEC on March 21,
2016, as supplemented by other Verizon filings with the SEC. Information
concerning the interests of Fleetmatics’ participants in the solicitation,
which may, in some cases, be different than those of Fleetmatics’
shareholders generally, is set forth in the materials filed by Fleetmatics
with the SEC, including in the proxy statement for Fleetmatics’ 2016 Annual
General Meeting of Shareholders, which was filed with the SEC on June 22,
2016, as supplemented by other Fleetmatics filings with the SEC, and will be
set forth in the Proxy Statement relating to the transaction when it becomes
available.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

For immediate release

1 August 2016

Recommended Cash Offer

for

Fleetmatics GROUP PLC

by

VERIZON BUSINESS INTERNATIONAL HOLDINGS B.V.

A WHOLLY-OWNED SUBSIDIARY OF

VERIZON COMMUNICATIONS INC.

(to be implemented by way of a scheme of arrangement under Chapter 1 of Part 9
of the Irish Companies Act 2014)

1.    Introduction

Verizon and Fleetmatics are pleased to announce that they have reached
agreement on the terms of a recommended cash offer pursuant to which Bidco
will acquire the entire issued and to be issued share capital of Fleetmatics,
which is being implemented by means of a scheme of arrangement under Chapter 1
of Part 9 of the Act.

2.    Summary of the terms of the Acquisition

The Acquisition will be on the terms and subject to the Conditions set out in
Appendix I to this Announcement and to be set out in the Scheme Document.

Under the terms of the Acquisition, if the Scheme becomes Effective,
Fleetmatics Shareholders will be entitled to receive:

for each Fleetmatics Ordinary Share                US$60.00 in
cash

The Cash Consideration represents a premium of approximately:

·            40% to Fleetmatics’ closing share price of US$42.96
on 29 July 2016 (being the last practicable date prior to the publication of
this Announcement);

·            40% to Fleetmatics’ volume weighted average share
price of US$43.01 over the past 30 trading day period ending 29 July 2016; and

·            49% to Fleetmatics’ volume weighted average share
price of US$40.15 over the past 90 trading day period ending 29 July 2016.

The Acquisition values the entire issued share capital of Fleetmatics (on a
fully diluted basis) at approximately US$2.4 billion.

If any subdivision, reclassification, reorganisation, recapitalisation, split,
combination, contribution or exchange of shares stock dividend or other
distribution payable in any other securities of Fleetmatics in respect of the
Fleetmatics Ordinary Shares occurs on or after the date of the Transaction
Agreement, Verizon reserves the right to adjust the consideration payable for
each Fleetmatics Ordinary Share under the terms of the Acquisition to provide
the holders of Fleetmatics Ordinary Shares the same economic effect as
contemplated by the Transaction Agreement prior to such event.

3.    Background to and reasons for the Recommendation

The Fleetmatics Board has been considering the long-term strategy of
Fleetmatics and strategic opportunities that might be available to enhance
shareholder value on an ongoing basis. Such strategies and opportunities
include investments in new growth opportunities, potential acquisitions and
the possible sale of Fleetmatics.  Since May 2016, Verizon and Fleetmatics
had a series of discussions regarding the possibility of an acquisition by
Verizon of Fleetmatics and the possible terms of such a transaction. In
considering the proposed offer made by Verizon, the Fleetmatics Directors have
taken into account Verizon’s recent expansion into the industry of mobile
workforce solutions for service-based businesses of all sizes delivered as
software-as-a-service. The Fleetmatics Board also consulted with and received
advice and reports from Fleetmatics’ senior management and its financial and
legal advisers, and relied on its knowledge of Fleetmatics’ business,
assets, financial position, operating results, historical and current trading
prices of its securities, and the opportunities and challenges in its
businesses and the industries in which it operates, as well as information
relating to Verizon and the potential opportunities available to and future
business prospects of the Combined Group.

The Fleetmatics Directors believe that Verizon’s cash offer is attractive
given the balance of future opportunities, risks and competitive forces
confronting the business. Following careful consideration of the above factors
and the strategic options available to Fleetmatics, the Fleetmatics Board
believes that the price and terms of the Acquisition fairly reflects the
current market position of the business and recognises Fleetmatics’ growth
prospects, as well as the risks associated with those prospects.

In connection with a possible transaction, Fleetmatics retained Morgan Stanley
& Co. LLC, acting through its affiliate Morgan Stanley & Co. International
plc, as its financial adviser, and Goodwin Procter LLP and Maples and Calder,
as its legal advisers.

4.    Recommendation

The Fleetmatics Directors, who have been so advised by Morgan Stanley & Co.
International plc as to the financial terms of the Acquisition, consider the
terms of the Acquisition to be fair and reasonable.  In providing their
advice to the Fleetmatics Directors, Morgan Stanley & Co. International plc
has taken into account the commercial assessments of the Fleetmatics
Directors. The Fleetmatics Directors unanimously determined that the
Transaction Agreement and the transactions contemplated thereby, including the
Scheme, are advisable for, fair to and in the best interests of, the
Fleetmatics Shareholders.

Accordingly, the Fleetmatics Directors intend to recommend unanimously that
Fleetmatics Shareholders vote or procure votes in favour of the Court Meeting
Resolution and the EGM Resolutions (or in the event that the Acquisition is
implemented by way of a Takeover Offer, Fleetmatics Shareholders accept or
procure acceptance of such Takeover Offer).

5.    Background to and reasons for the Acquisition

Members of Verizon’s management over time have reviewed and discussed
business, operational and strategic plans to enhance and complement
Verizon’s business units, including its Verizon Telematics subsidiary.
Further to such discussions, a series of conversations between the senior
management of Verizon and Fleetmatics began in May 2016 regarding the
possibility of an acquisition by Verizon of Fleetmatics and the possible terms
of such a transaction. In connection with a possible transaction, Verizon
retained PJT Partners LP and Wells Fargo Securities, LLC as its financial
advisers and Cleary Gottlieb Steen & Hamilton LLP, A&L Goodbody and 
Macfarlanes LLP as its legal advisers.

During the period preceding the execution of definitive documentation for the
Acquisition on 30 July 2016, the parties discussed and negotiated the
transaction terms and consulted with the Panel, and Verizon conducted due
diligence with respect to Fleetmatics’  business. In addition, members of
Verizon’s senior management consulted with and received advice and reports
from members of the Verizon Telematics team and Verizon’s financial and
legal advisers regarding Fleetmatics’ business and the proposed transaction
terms. On 29 July 2016, the Acquisition was approved by a committee of the
Verizon board of directors as well as by the Bidco managing board of
directors.

6.    Information on Verizon and Bidco

Verizon (NYSE, Nasdaq: VZ), headquartered in New York City, generated nearly
$132 billion in 2015 revenues. Verizon operates America’s most reliable
wireless network, with 112.6 million retail connections nationwide. The
company also provides communications and entertainment services over
America’s most advanced fiber-optic network, and delivers integrated
business solutions to customers worldwide.

Bidco is an indirect wholly-owned subsidiary of Verizon.  The managing
directors of Bidco are Johan C. Schoeman, Trust International Management
(T.I.M.) B.V., Erik W. Van Dijk and William P. Van Saders.

For press release and other company information, visit Verizon’s website at
www.verizon.com.

7.    Information on Fleetmatics

Fleetmatics (NYSE: FLTX), is a leading global provider of mobile workforce
solutions for service-based businesses of all sizes delivered as
software-as-a-service (SaaS). Fleetmatics’ solutions enable businesses to
meet the challenges associated with managing local fleets, and improve the
productivity of their mobile workforces, by extracting actionable business
intelligence from real-time and historical vehicle and driver behavioral
data.  Fleetmatics’ intuitive, cost-effective Web-based solutions provide
fleet operators with visibility into vehicle location, fuel usage, speed and
mileage, and other insights into their mobile workforce, enabling them to
reduce operating and capital costs, as well as increase revenue. An
integrated, full-featured mobile workforce management product provides
additional efficiencies related to job management by empowering the field
worker and speeding the job completion process – quote through payment. As
of March 31, 2016, Fleetmatics served approximately 37,000 customers and
approximately 737,000 subscribed vehicles worldwide.

For press release and other company information, visit Fleetmatics’ website
at Ir.fleetmatics.com.

8.    Fleetmatics incentive schemes

Pursuant to the terms of the Transaction Agreement and in accordance with the
terms of the Fleetmatics Share Plan:

(i) each outstanding Fleetmatics Option, whether or not vested, will be
cancelled and converted into the right of the former holder of such Option to
receive, for each Fleetmatics Ordinary Share then subject to the Fleetmatics
Option, the Cash Consideration, without interest and less the exercise price
and any required withholdings applicable to such Option, payment of such Cash
Consideration to be made within 30 days of the Scheme becoming Effective; and

(ii) each outstanding vested Fleetmatics Share Award will be cancelled and
converted into the right of the former holder of such Share Award to receive
the Cash Consideration, without interest and less any required withholdings
applicable to such Share Award, payment of such Cash Consideration to be made
within 30 days of the Scheme becoming Effective.  Each outstanding unvested
Fleetmatics Share Award will be cancelled and converted into the right of the
former holder of such unvested Fleetmatics Share Award to receive, following
the Scheme becoming Effective, a cash amount equal to the Cash Consideration,
without interest and subject to applicable tax withholdings, payable no later
than 30 days following the vesting date of such unvested Fleetmatics Share
Award.  Such vesting date will be in accordance with the vesting schedule
that applied to such unvested Fleetmatics Share Award immediately prior to the
scheme becoming Effective, subject to satisfaction of all applicable vesting
conditions (with any performance measure applicable to such unvested Share
Award deemed satisfied as of the Effective Time as if 100% of the applicable
performance targets have been achieved) and if a holder’s employment with
Fleetmatics and its Subsidiaries is terminated without cause or by reason of
the holder’s disability or death, then the Cash Consideration without
interest and less any required withholdings shall be payable to such holder
promptly following such termination of employment.

Detailed proposals will be made to the holders of Fleetmatics Share Options
and Fleetmatics Share Awards under the Fleetmatics Share Plan at or around the
time of circulation of the Scheme Document.

9.    Financing of the Acquisition

The Acquisition and the fees and expenses incurred by Verizon and Bidco
relating thereto will be paid from existing cash resources, available lines of
credit or other sources of liquidity available to Verizon, further details of
which will be set out in the Scheme Document.

PJT and Wells Fargo Securities, financial advisers to Verizon, are satisfied
that cash resources are available to Bidco to enable it to satisfy in full the
Cash Consideration payable under the terms of the Acquisition.

10.  Management and employees

Pursuant to the terms of the Transaction Agreement, Verizon has given certain
assurances in relation to the continuation of the existing employment benefits
of Fleetmatics employees following the Acquisition. Further details in this
regard will be included in the Scheme Document.

Pursuant to the Transaction Agreement, Fleetmatics has agreed to procure the
resignation of the Fleetmatics Directors from the Fleetmatics Board upon the
Acquisition becoming Effective if so requested by Verizon.

11.  Acquisition related arrangements

Transaction Agreement

Verizon, Bidco and Fleetmatics have entered into the Transaction Agreement
dated 30 July 2016 (the “Transaction Agreement”) which contains certain
assurances in relation to the implementation of the Scheme and other matters
related to the Acquisition.  A summary of the principal terms of the
Transaction Agreement will be set out in the Scheme Document. A copy of the
Transaction Agreement is set out in Appendix IV to this Announcement.

Expenses Reimbursement Agreement

Verizon and Fleetmatics have entered into the expenses reimbursement agreement
dated 30 July 2016, the terms of which have been approved by the Panel (the
“Expenses Reimbursement Agreement”). Under the Expenses Reimbursement
Agreement, Fleetmatics has agreed to pay to Verizon in certain circumstances
an amount equal to all documented, specific and quantifiable third party costs
and expenses incurred by Verizon, or on its behalf, for the purposes of, in
preparation for, or in connection with the Acquisition, including but not
limited to, exploratory work carried out in contemplation of and in connection
with the Acquisition, legal, financial and commercial due diligence, arranging
financing and engaging advisers to assist in the process. The gross amount
payable to Verizon pursuant to the Expenses Reimbursement Agreement shall not,
in any event, exceed such sum as is equal to 1% of the total value of the
issued share capital of Fleetmatics that is the subject of the Acquisition
(excluding, for the avoidance of doubt, any treasury shares and any interest
in such share capital of Fleetmatics held by Verizon or any Concert Parties of
Verizon) as ascribed by the terms of the Acquisition as set out in this
Announcement. The amount payable by Fleetmatics to Verizon under such
provisions of the Expenses Reimbursement Agreement will exclude any amounts in
respect of VAT incurred by Verizon attributable to such third party costs
other than Irrecoverable VAT incurred by Verizon. The circumstances in which
such payment will be made are:

(a)           the Transaction Agreement is terminated (in accordance
with Clause 9.1(a) of the Transaction Agreement):

(i)             for the reason that the Court Meeting or the EGM
shall have been completed and the Court Meeting Resolution or the EGM
Resolutions, as applicable, shall not have been approved by the requisite
votes, if the Fleetmatics Board or any committee thereof has:

(A)        withdrawn or failed to make when required pursuant to the
Transaction Agreement (or qualified or modified in any manner adverse to
Verizon), or proposed publicly to withdraw or fail to make when required
pursuant to the Transaction Agreement (or qualify or modify in any manner
adverse to Verizon), the Scheme Recommendation or the recommendation
contemplated by Clause 3.6(c)(iii) of the Transaction Agreement; or

(B)        approved, recommended or declared advisable, or proposed
publicly to approve, recommend or declare advisable, any Fleetmatics
Alternative Proposal; or        

(C)        otherwise taken any action that is or is deemed to be a
“Fleetmatics Change of Recommendation” under the Transaction Agreement,

(it being understood, for the avoidance of doubt, that the provision by
Fleetmatics to Verizon of notice or information in connection with a
Fleetmatics Alternative Proposal or Fleetmatics Superior Proposal as required
or expressly permitted by the Transaction Agreement shall not, in and of
itself, satisfy the provisions of this paragraph (a)(i)); or

(ii)            by Fleetmatics, at any time prior to obtaining the
Fleetmatics Shareholder Approval, in order to enter into a definitive written
agreement to implement a Fleetmatics Superior Proposal; or

(b)           all of the following occur:

(i)             prior to the Court Meeting, a Fleetmatics
Alternative Proposal is publicly disclosed or any person shall have publicly
announced an intention (whether or not conditional) to make a Fleetmatics
Alternative Proposal and, in each case, such disclosure or announcement is not
publicly and irrevocably withdrawn without qualification at least three
Business Days before the date of the Court Meeting (it being understood that,
for purposes of this paragraph (b)(i) and paragraph (b)(iii) below, references
to “20%” and “80%” in the definition of Fleetmatics Alternative
Proposal shall be deemed to refer to “50%”); and

(ii)            the Transaction Agreement is terminated by either
Fleetmatics or Verizon for the reason that the Court Meeting or the EGM shall
have been completed and the Court Meeting Resolution or the EGM Resolutions,
as applicable, shall not have been approved by the requisite votes; and

(iii)           a Fleetmatics Alternative Proposal is consummated
within 12 months after such termination, or a definitive agreement providing
for a Fleetmatics Alternative Proposal is entered into within 12 months after
such termination and such Fleetmatics Alternative Proposal is consummated
pursuant to that definitive agreement (regardless of whether such Fleetmatics
Alternative Proposal is the same Fleetmatics Alternative Proposal referred to
in paragraph (b)(i) above); or

(c)           all of the following occur:

(i)             prior to the Court Meeting, a Fleetmatics
Alternative Proposal is publicly disclosed or any person shall have publicly
announced an intention (whether or not conditional) to make a Fleetmatics
Alternative Proposal and, in each case, such disclosure or announcement is not
publicly and irrevocably withdrawn without qualification at the time the
Transaction Agreement is terminated under the circumstances specified in
paragraph (c)(ii) below; and

(ii)            the Transaction Agreement is terminated by Verizon
in accordance with Clause 9 of the Transaction Agreement for the reason that
either:

(A)   Fleetmatics shall have breached or failed to perform in any material
respect any of its covenants or obligations contained in the Transaction
Agreement or any of its representations and warranties set forth in the
Transaction Agreement are inaccurate, which breach or failure to perform or
inaccuracy (A) would (1) result in a failure of any of the Conditions to the
Acquisition and the Scheme or of the other conditions to Verizon's obligations
to effect the Acquisition or (2) give rise to a termination right under Clause
9.1(a)(ix) of the Transaction Agreement if it were to exist during the
Pre-Sanction Period and (B) is not reasonably capable of being cured by the
End Date or, if curable, Verizon shall have given Fleetmatics written notice,
delivered at least 30 days prior to such termination, stating Verizon’s
intention to terminate the Transaction Agreement for such reason and the basis
for such termination and such breach or failure to perform shall not have been
cured within 30 days following the delivery of such written notice; or

(B)   Fleetmatics shall have breached or failed to perform any of its
covenants or obligations contained in the Transaction Agreement or any of its
representations and warranties set forth in the Transaction Agreement are
inaccurate, which breach or failure to perform or inaccuracy gave rise to a
termination right under Clause 9.1(a)(ix) of the Transaction Agreement during
the Pre-Sanction Period; and

(iii)           a Fleetmatics Alternative Proposal is consummated
within 12 months after such termination, or a definitive agreement providing
for a Fleetmatics Alternative Proposal is entered into within 12 months after
such termination and such Fleetmatics Alternative Proposal is consummated
pursuant to that definitive agreement (regardless of whether such Fleetmatics
Alternative Proposal is the same Fleetmatics Alternative Proposal referred to
in paragraph (c)(i) above).

For purposes of clause (b) and clause (c), a Fleetmatics Alternative Proposal
shall not be deemed to have been publically withdrawn by any person if, within
6 months after termination of the Transaction Agreement, Fleetmatics or any of
its Subsidiaries enters into a definitive agreement providing for, or the
Fleetmatics Board or Fleetmatics approves or recommends to the Fleetmatics
Shareholders, or does not oppose, a Fleetmatics Alternative Proposal made by
or on behalf of such person or its affiliates, or such a Fleetmatics
Alternative Proposal is consummated.

Morgan Stanley and the Fleetmatics Board have each confirmed in writing to the
Panel that, in the opinion of Morgan Stanley and the Fleetmatics Board
(respectively), in the context of the Note to Rule 21.2 of the Takeover Rules
and the Acquisition, the Expenses Reimbursement Agreement is in the best
interests of the Fleetmatics Shareholders.

12.  Structure of the Acquisition

Scheme

It is intended that the Acquisition will be effected by a High
Court-sanctioned scheme of arrangement between Fleetmatics and the Scheme
Shareholders in accordance with Chapter 1 of Part 9 of the Act. The purpose of
the Scheme is to provide for Bidco to become the owner of the whole of the
issued and to be issued share capital of Fleetmatics.  Under the Scheme, all
Fleetmatics Ordinary Shares held by the Fleetmatics Shareholders will be
cancelled pursuant to sections 84 and 85 of the Act in accordance with the
terms of the Scheme. Fleetmatics will then issue new Fleetmatics Ordinary
Shares to Bidco in place of the Fleetmatics Ordinary Shares that were
cancelled pursuant to the Scheme and Bidco will pay the Cash Consideration for
the Acquisition to the former Fleetmatics Shareholders. As a result of these
arrangements, Fleetmatics will become a wholly owned subsidiary of Bidco.

Application to Court to sanction the Scheme

Once the approvals of the Fleetmatics Shareholders have been obtained at the
Court Meeting and the Extraordinary General Meeting, and the other Conditions
have been satisfied or (where applicable) waived, the Scheme must be
sanctioned by the High Court at the Court Hearing.

The Scheme will become Effective in accordance with its terms on delivery to
the Registrar of Companies of the Court Order together with the minute
required by Section 86 of the Act confirming the Reduction of Capital to take
place in connection with the Acquisition and the Reduction of Capital becomes
effective upon the registration of the Court Order and minute by the Registrar
of Companies.  Upon the Scheme becoming Effective, it will be binding on all
Scheme Shareholders, irrespective of whether or not they attended or voted at
the Court Meeting or Extraordinary General Meeting, or whether they voted in
favour of or against the Scheme.

Full details of the Scheme to be set out in the Scheme Document

The Scheme is subject to the satisfaction (or, where applicable, waiver) of
the Conditions and the full terms and conditions to be set out in the Scheme
Document.  Further details of the Scheme will be set out in the Scheme
Document, including the expected timetable and the action to be taken by
Scheme Shareholders.

The Scheme will be governed by the laws of Ireland. The Scheme will be subject
to the applicable requirements of the Takeover Rules and, where relevant, the
applicable rules and regulations of the Act and the Exchange Act.

Rule 30.2 of the Takeover Rules requires that, except with the consent of the
Panel, and subject to Rule 2.7 of the Takeover Rules, Fleetmatics must
dispatch the Scheme Document to Fleetmatics Shareholders within 28 days of the
announcement of a firm intention to make an offer, being in this Announcement.
The Scheme Document will be included in the Proxy Statement that Fleetmatics
is required to file with the SEC in connection with the Acquisition. The
preparation of the Proxy Statement and, if the SEC staff elects to review the
Proxy Statement, the SEC staff’s review may take more than 28 days. Under
SEC rules, if the SEC staff elects to review the Proxy Statement, the Scheme
Document cannot be dispatched to Fleetmatics Shareholders until the Proxy
Statement is cleared by the SEC staff. Accordingly, on 28 July 2016, the Panel
agreed to grant the Parties a derogation from Rule 30.2. The Panel granted the
derogation on the basis that the Proxy Statement might be reviewed by the SEC
staff, in which case the Scheme Document cannot be dispatched until the Proxy
Statement is cleared by the SEC staff. If the SEC staff elects to review the
Proxy Statement, the Scheme Document will be dispatched to Fleetmatics
Shareholders as soon as practicable after the Proxy Statement is cleared by
the SEC staff.  If the SEC staff does not elect to review the Proxy
Statement, the Scheme Document will be dispatched to Fleetmatics Shareholders
as soon as practicable after the Proxy Statement is able to be filed by
Fleetmatics in definitive form with the SEC. The Scheme Document will also be
made available on Fleetmatics’ website Ir.fleetmatics.com.

Conditions to the Acquisition

The Acquisition shall be subject to the Conditions and further terms set out
in full in Appendix I to this Announcement and to be set out in the Scheme
Document.

Scheme timetable/further information

A full anticipated timetable will be set out in the Scheme Document.

At this stage, subject to the approval and availability of the High Court
(which is subject to change), Verizon expects the implementation of the
Acquisition to occur in the fourth quarter of 2016.

13.  De-listing and re-registration as a private limited company

It is intended that, subject to and following the Scheme becoming Effective,
and subject to applicable requirements of the NYSE, the Fleetmatics Ordinary
Shares will be delisted from the NYSE. The last day of dealing in Fleetmatics
Ordinary Shares on the NYSE will be the last Business Day before the Effective
Date (or, in certain circumstances, the Effective Date). As soon as reasonably
practicable after the Effective Date and after its shares are delisted, it is
intended that Fleetmatics will be re-registered as a company limited by shares
under the relevant provisions of the Act.

14.  Disclosure of interests and short positions in Fleetmatics

Save as disclosed in this paragraph 14, as at the close of business on 28 July
2016, being the latest practicable date prior to this Announcement, none of
Verizon, Bidco, any Verizon Director or any Bidco Director or, so far as
Verizon is aware, any person acting, or deemed to be acting, in concert with
Verizon:

(a)        had an interest in relevant securities of Fleetmatics;

(b)        had any short position in relevant securities of
Fleetmatics;

(c)        had received an irrevocable commitment or letter of intent
to accept the terms of the Acquisition in respect of relevant securities of
Fleetmatics; or

(d)        had borrowed or lent any Fleetmatics Ordinary Shares.

As of 30 June 2016, being the last Wells Fargo Securities reporting date
before this Announcement, Wells Fargo Securities and its affiliates hold
901,367 Fleetmatics Ordinary Shares.

As of 28 July 2016, being the last practicable date prior to this
Announcement, Verizon and its affiliates held the following Fleetmatics
Ordinary Shares:

Party                                                
                         Interest in Fleetmatics Ordinary Shares

Exchange Indemnity
Company                                      
815
Bell Atlantic Master
Trust                                              
3,424

Furthermore, no arrangement to which Rule 8.7 of the Takeover Rules applies
exists between Verizon, Bidco or Fleetmatics or a person Acting in Concert
with Verizon, Bidco or Fleetmatics in relation to Fleetmatics Ordinary
Shares.  For these purposes, an “arrangement to which Rule 8.7 of the
Takeover Rules applies” includes any indemnity or option arrangement, and
any agreement or understanding, formal or informal, of whatever nature,
between two or more persons relating to relevant securities which is or may be
an inducement to one or more of 

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