REG-VerizonCommunication: Acquisition(s) <Origin Href="QuoteRef">FLTX.N</Origin> <Origin Href="QuoteRef">VZ.N</Origin> - Part 2

Verizon CommunicationsAnnouncement

01/08/2016 13:05

- Part 2: For the preceding part double click  ID:nPRr16C64a 

such persons to deal or refrain from dealing
in such securities.

In the interests of confidentiality, Verizon and Bidco have made only limited
enquiries in respect of certain parties who may be deemed by the Panel to be
Acting in Concert with them for the purposes of the Acquisition. Further
enquiries will be made to the extent necessary as soon as practicable
following the date of this Announcement and any disclosure in respect of such
parties will be included in the Scheme Document.

15.  Rule 2.10 disclosure

In accordance with Rule 2.10 of the Takeover Rules, Fleetmatics confirms that
as at the close of business on 28 July 2016, being the last practicable date
before this Announcement, it had 39,166,956 Fleetmatics Ordinary Shares in
issue with voting rights, with no Fleetmatics Ordinary Shares held in
Treasury.  The ISIN for the Fleetmatics Ordinary Shares is IE00B4XKTT64.

At that date there were outstanding Fleetmatics Options over 313,867
Fleetmatics Ordinary Shares which have been granted by Fleetmatics and there
were outstanding Fleetmatics Share Awards over 2,797,035 Fleetmatics Ordinary
Shares.

16.  General

The Acquisition will be subject to the Conditions and other terms set out in
this Announcement and to the full terms and conditions which will be set out
in the Scheme Document.  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.

PJT, Wells Fargo Securities and Morgan Stanley have each given and not
withdrawn their consent to the publication of this Announcement with the
inclusion herein of the references to their names in the form and context in
which they appear.

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

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.

A copy of this Announcement will be available on the Fleetmatics website at
Ir.fleetmatics.com.

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 substantially the same terms (subject to
appropriate amendments including an acceptance condition set at 80% of the
shares to which such Takeover Offer related), 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 contents of these websites nor the content of any other website
accessible from hyperlinks on such websites 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.

APPENDIX I

Part A

CONDITIONS AND FURTHER TERMS OF THE ACQUISITION AND THE SCHEME

The Acquisition and the Scheme will comply with the Takeover Rules and, where
relevant, the respective rules and regulations of the Act and the United
States Securities Exchange Act of 1934 (as amended), and are subject to the
terms and conditions set out in this Announcement and to be set out in the
Scheme Document.  The Acquisition and the Scheme are governed by the laws of
Ireland.

Conditions

The Acquisition and the Scheme will be subject to the conditions set out in
Part A of this Appendix I, including the definitions set out in Part B of this
Appendix I, which are incorporated into Part A by reference (the
“Conditions”):

1.             The Acquisition will be conditional upon the Scheme
becoming effective and unconditional by not later than the End Date (or such
earlier date as may be specified by the Panel, or such later date as Verizon
and Fleetmatics may, with (if required) the consent of the Panel, agree and
(if required) the High Court may allow).

2.             The Scheme will be conditional upon:

(a)           the approval of the Scheme by a majority in number of
the Fleetmatics Shareholders representing at least three-fourths (75 per
cent.) in value of the Fleetmatics Ordinary Shares, at the Voting Record Time,
held by such holders, present and voting either in person or by proxy, at the
Court Meeting (or at any adjournment of such meeting) held no later than the
End Date;

(b)           the EGM Resolutions to be proposed at the
Extraordinary General Meeting for the purposes of approving and implementing
the Scheme, the reduction of capital of Fleetmatics necessary to implement the
Scheme, changes to the articles of association of Fleetmatics and such other
matters as Fleetmatics reasonably determines to be necessary or desirable for
the purposes of implementing the Acquisition as have been approved by Verizon
and which are set out in the notice of the Extraordinary General Meeting being
duly passed by the requisite majority of Fleetmatics Shareholders at the
Extraordinary General Meeting (or at any adjournment of such meeting) held no
later than the End Date;

(c)           the sanction by the High Court (with or without
material modification, but subject to any such modification being acceptable
to each of Fleetmatics and Verizon) of the Scheme pursuant to Sections 449 to
455 of the Act and the confirmation by the High Court under Sections 84 and 85
of the Act of the reduction of capital necessary to implement the Scheme on or
before the End Date (the date on which the Condition in this paragraph 2(c) is
satisfied, the “Sanction Date”); and

(d)           office copies of the Court Order and the minute
required by Section 86 of the Act in respect of the reduction of capital
(referred to in paragraph 2(c)) being delivered for registration to the
Registrar of Companies and registration of the Court Order and minute
confirming the reduction of capital necessary to implement the Scheme by the
Registrar of Companies.

3.             The Verizon Parties and Fleetmatics have agreed
that, subject to paragraph 5 of this Appendix I, the Acquisition will also
be conditional upon the following matters having been satisfied or waived by
each of the Parties as of the Sanction Date:

(a)           all applicable waiting periods in connection with the
Acquisition under the HSR Act shall have expired or been terminated;

(b)           to the extent that the Acquisition or its
implementation constitutes a concentration within the scope of the EC Merger
Regulation or is otherwise a concentration that is subject to the EC Merger
Regulation, the European Commission deciding that the Acquisition is
compatible with the common market pursuant to Article 6 of the EC Merger
Regulation;

(c)           the Transaction Agreement shall not have been
terminated in accordance with its terms; and

(d)           no Law or injunction, restraint or prohibition by any
court of competent jurisdiction or Antitrust Order by any Relevant Authority
which prohibits consummation of the Acquisition shall have been enacted or
effected and shall continue to be in effect.

4.             The Verizon Parties and Fleetmatics have agreed
that, subject to paragraph 5 of this Appendix I, the Verizon Parties’
obligation to effect the Acquisition will also be conditional upon the
following matters having been satisfied (or waived by Verizon) as of the
Sanction Date:

(a)           except where the consequences thereof would not,
individually or in the aggregate, have or reasonably be expected to have a
Fleetmatics Material Adverse Effect, all of the representations and warranties
of Fleetmatics under the Transaction Agreement being true and correct (without
giving effect to any Materiality Qualification set forth therein, if
applicable) as at August 1, 2016 (being the date of this Announcement) other
than the representations and warranties of Fleetmatics under the Transaction
Agreement that speak as of an earlier date, which representations and
warranties were true and correct as of such earlier date;

(b)           since August 1, 2016 (being the date of this
Announcement), there has not been any event, development, occurrence, state of
facts or change that has had, or would reasonably be expected to have,
individually or in the aggregate, a Fleetmatics Material Adverse Effect;

(c)           save as disclosed on the Fleetmatics Disclosure
Schedule,

(i)                 the issued share capital of Fleetmatics
being as set out in the representations and warranties set forth in Clauses
6.1(b)(i) and Clauses 6.1(b)(ii) of the Transaction Agreement, except for any
de minimis inaccuracies; and

(ii)               except as set forth in Clause 6.1(b)(i) of
the Transaction Agreement, there are no shares of capital in issue or
outstanding other than Fleetmatics Ordinary Shares that have become
outstanding after July 28, 2016, that were reserved for issuance as set forth
in Clause 6.1(c)(i) of the Transaction Agreement, except for any de minimis
inaccuracies;

(iii)             except as set forth in Clause 6.1(b)(i) of the
Transaction Agreement, there are no outstanding subscriptions, options,
warrants, puts, calls, exchangeable or convertible securities or other similar
rights, agreements or commitments relating to the issuance of shares of
capital to which Fleetmatics is a party obligating Fleetmatics to take any of
the actions set forth in subclauses (I), (II), (III) or (IV) of the
representation and warranty set forth in Clause 6.1(b)(iii)(B) of the
Transaction Agreement, except in each case for any de minimis inaccuracies;

(d)           On the date on which the Pre-Sanction Period is
scheduled to expire, by no later than noon, New York City time, Fleetmatics
shall have delivered to Verizon an officer’s certificate, dated as of such
date and signed by an executive officer of Fleetmatics, certifying on behalf
of Fleetmatics to the effect that none of the circumstances that would give
rise to the right of Verizon to terminate the Transaction Agreement under
Clause 9.1(a)(ix) of the Transaction Agreement is then existing; and

(e)           Fleetmatics shall have delivered to Verizon an
officer’s certificate, dated as of the Sanction Date and signed by an
executive officer of Fleetmatics, certifying on behalf of Fleetmatics to the
effect that the Conditions set forth in paragraphs 4(a), 4(b) and 4(c) have
been satisfied.

Certain further terms of the Acquisition

5.             Subject to the requirements of the Panel:

(a)           Verizon and Fleetmatics reserve the right (but shall
be under no obligation) to waive (to the extent permitted by applicable Law),
in whole or in part, all or any of the conditions in paragraph 3 (provided
that both Parties agree to any such waiver; provided, further, that,
notwithstanding the foregoing, Verizon may waive the Conditions in paragraph
3(a) and/or paragraph 3(b) (to the extent permitted by applicable Law), in
whole or in part, at its sole discretion and such determination shall be
binding upon both Parties); and

(b)           Verizon reserves the right (but shall be under no
obligation) to waive (to the extent permitted by applicable Law), in whole or
in part, all or any of Conditions in paragraph 4.

6.             The Scheme will lapse unless it is effective on or
prior to the End Date.

7.             If Verizon is required to make an offer for
Fleetmatics Ordinary Shares under the provisions of Rule 9 of the Takeover
Rules, Verizon may make such alterations to any of the Conditions set out in
paragraphs 1, 2, 3 and 4 above as are necessary to comply with the provisions
of that rule.

8.             Verizon reserves the right, subject to the prior
written approval of the Panel, to effect the Acquisition by way of a takeover
offer in the circumstances described in and subject to the terms of
Clause 3.6 of the Transaction Agreement.  Without limiting Clause 3.6 of
the Transaction Agreement, in such event, such offer will be implemented on
terms and conditions that are at least as favourable to the Fleetmatics
Shareholders (except for an acceptance condition set at 80 per cent of the
nominal value of the Fleetmatics Ordinary Shares to which such an offer
relates and which are not already in the beneficial ownership of Verizon so
far as applicable) as those which would apply in relation to the Scheme.

9.             As required by Rule 12(b)(i) of the Takeover
Rules, to the extent that the Acquisition would give rise to a concentration
with a Community dimension within the scope of the EC Merger Regulation, the
Scheme shall, except as otherwise approved by the Panel, lapse if the European
Commission initiates proceedings in respect of that concentration under
Article 6(1)(c) of the EC Merger Regulation or refers the concentration to a
competent authority of a Member State under Article 9(1) of the EC Merger
Regulation prior to the date of the Court Meeting.

10.          Verizon reserves the right for one or more of its
Subsidiaries from time to time to implement the Acquisition with the prior
written approval of the Panel.

Part B

For the purpose of these Conditions, capitalized terms shall have the meanings
as set forth above in these Conditions and:

“Antitrust Laws”, the HSR Act and any other federal, state or foreign Law
designed to prohibit, restrict or regulate actions for the purpose or effect
of monopolisation or restraint of trade;

“Antitrust Order”, any legislative, administrative or judicial action,
decree, judgment, injunction, decision or other order (whether temporary,
preliminary or permanent) that restricts, prevents or prohibits the
consummation of the Acquisition or any other transactions contemplated by the
Transaction Agreement under any Antitrust Law;

“Bidco”, Verizon Business International Holdings B.V.;

“Clearances”, all consents, clearances, approvals, permissions, permits,
nonactions, orders and waivers to be obtained from, and all registrations,
applications, notices and filings to be made with or provided to, any Relevant
Authority or other third party in connection with the implementation of the
Scheme and/or the Acquisition;

“Completion Date”, the date of completion of the Acquisition, as more
particularly defined in Clause 8.1(a)(i) of the Transaction Agreement;

“Court Hearing”, the hearing by the High Court of the Petition to sanction
the Scheme under Section 449 to 455 of the Act;

“Court Meeting”, the meeting or meetings of the Fleetmatics Shareholders
(and any adjournment thereof) convened pursuant to Section 450 of the Act to
consider and, if thought fit, approve the Scheme (with or without amendment);

“Court Meeting Resolution”, the resolution to be proposed at the Court
Meeting for the purposes of approving and implementing the Scheme;

“EGM Resolutions”, the resolutions to be proposed at the EGM for the
purposes of approving and implementing the Scheme, the reduction of capital of
Fleetmatics necessary to implement the Scheme, changes to the articles of
association of Fleetmatics and such other matters as Fleetmatics reasonably
determines to be necessary or desirable for the purposes of implementing the
Acquisition as have been approved by Verizon (such approval not to be
unreasonably withheld, conditioned or delayed);

“End Date”, December 31, 2016; provided, that if as of such date all
Conditions (other than (i) Conditions 3(a) and/or 3(b), (ii) Condition 3(d)
(if, in the case of this clause (ii), the reason for the failure of such
Condition is an Antitrust Order) and/or (iii) Conditions 2(c) and 2(d) (if, in
the case of this clause (iii), the reason for the failure of such Conditions
is the failure of the Conditions set forth in clause (i) and/or (ii) of this
definition to have been satisfied)) have been satisfied (or, in the sole
discretion of the applicable Party, waived (where applicable)) or would be
satisfied (or, in the sole discretion of the applicable Party, waived (where
applicable)) if the Acquisition were completed on such date, the “End
Date” shall be extended to August 1, 2017 and in such case all references in
these Conditions to the “End Date” shall be deemed to be to August 1,
2017;

“Fleetmatics”, Fleetmatics Group PLC;

“Fleetmatics Material Adverse Effect”, such event, development,
occurrence, state of facts or change that has (1) a material adverse effect on
the ability of the Fleetmatics Group to consummate the transactions
contemplated hereby or (2) a material adverse effect on the business, results
of operations, or financial condition of Fleetmatics and its Subsidiaries,
taken as a whole, but in each case excluding (a) events, developments,
occurrences, states of facts or changes to the extent arising from
(i) changes generally affecting the economy or the financial, debt, credit or
securities markets (including changes in interest or exchange rates), in each
case in the United States or elsewhere, (ii) changes generally affecting the
industry in which Fleetmatics and its Subsidiaries operate, (iii) changes in
any political conditions or developments in general, or resulting from any
outbreak or escalation of hostilities, declared or undeclared acts of war or
terrorism,  or (iv) changes in the provisions of U.S. GAAP, the
International Financial Reporting Standards, the International Accounting
Standards Board or other accounting standards (or interpretations thereof)
(provided, that in each of the foregoing clauses (i)-(iv), such events may be
taken into account to the extent Fleetmatics is disproportionately affected
relative to other similarly situated companies in the industry in which
Fleetmatics and its Subsidiaries operate, in which case only the incremental
disproportionate impact or impacts may be taken into account in determining
whether or not there has been a Fleetmatics Material Adverse Effect); or
(b) any decline in the stock price of the Fleetmatics Ordinary Shares on the
NYSE or any failure to meet internal or published projections, forecasts or
revenue or earning predictions for any period (provided that the underlying
causes of such decline or failure may, to the extent not otherwise excluded,
be considered in determining whether there is a Fleetmatics Material Adverse
Effect); or (c) any events, developments, occurrences, states of facts or
changes resulting from the announcement or the existence of the Transaction
Agreement or the transactions contemplated hereby, including the impact
thereon on relationships (contractual or otherwise) with customers, vendors,
lenders, employees or other business partners) and any litigation arising
therefrom or with respect thereto (except that this clause (c) shall not apply
with respect to Fleetmatics’ representations and warranties in Clause
6.1(c)(iii) of the Transaction Agreement); or (d) any events, developments,
occurrences, states of facts or changes resulting from the taking by
Fleetmatics of any action expressly required by the Transaction Agreement, or
the failure by Fleetmatics to take any action expressly prohibited by the
Transaction Agreement (except that this clause (d) shall not apply with
respect to any events, developments, occurrences, states of facts or changes
resulting from any actions or omissions of Fleetmatics required to comply with
Clause 5.1 of the Transaction Agreement unless and only to the extent that any
such events, developments, occurrences, states of facts or changes are the
direct result of Verizon unreasonably withholding its consent to
Fleetmatics’ written request for consent under Clause 5.1 of the Transaction
Agreement delivered in accordance with the notice requirements set forth in
Clause 10.2 of the Transaction Agreement);

“High Court”, the High Court of Ireland;

“HSR Act”, the United States Hart-Scott-Rodino Antitrust Improvements Act
of 1976, as amended, and the rules and regulations promulgated thereunder;

“Law”, any federal, state, local, foreign or supranational law, statute,
ordinance, rule, regulation, judgment, order, injunction, decree, agency
requirement, license or permit issued, enacted, promulgated, implemented or
otherwise effected by or under the authority of any Relevant Authority;

“Materiality Qualification”, means, with respect to representations and
warranties of Fleetmatics, all express qualifications or exceptions contained
therein based on materiality (including any qualification related to the
presence or absence of a Fleetmatics Material Adverse Effect) including all
usages of “material”, “materially adverse”, or equivalent qualifiers;

“NYSE”, the New York Stock Exchange;

“Parties”, Fleetmatics and the Verizon Parties and “Party” shall mean
either Fleetmatics, on the one hand, or Verizon or the Verizon Parties
(whether individually or collectively), on the other hand (as the context
requires);

 “Person” or “person”, an individual, group (including a “group”
under Section 13(d) of the Exchange Act), corporation, partnership, limited
liability company, joint venture, association, trust, unincorporated
organisation or other entity or any Relevant Authority or any department,
agency or political subdivision thereof;

“Pre-Sanction Period”, the period beginning at 12:01 a.m., New York City
time on the tenth day prior to the date most recently scheduled and publicly
announced as the date of the Court Hearing (as such date may be rescheduled
and publicly announced from time to time in accordance with the Transaction
Agreement, including without limitation, Clause 3.1(q) of the Transaction
Agreement, and applicable Law) and ending at 5:00 p.m., New York City time, on
the day immediately preceding such date most recently scheduled and publicly
announced as the date of the Court Hearing; provided, that, for the avoidance
of doubt, if the date Court Hearing is so rescheduled and publicly announced
as such, then such period shall be determined in reference to the date of such
rescheduled and publicly announced Court Hearing;

“Relevant Authority”, any Irish, United States, foreign or supranational,
federal, state or local governmental commission, board, body, division,
political subdivision, bureau or other regulatory authority, agency, including
courts and other judicial bodies, or any competition, antitrust or supervisory
body, central bank, public international organization or other governmental,
trade or regulatory agency or body, securities exchange or any self-regulatory
body or authority, including any instrumentality or entity designed to act for
or on behalf of the foregoing, in each case, in any jurisdiction, including,
for the avoidance of doubt, the Panel, the High Court and the U.S Securities
and Exchange Commission;

“Resolutions”, collectively, the Court Meeting Resolution and the EGM
Resolutions, which will be set out in the Scheme Document;

 “Scheme Document”, a document (or the relevant sections of the Proxy
Statement comprising the scheme document) (including any amendments or
supplements thereto) to be distributed to Fleetmatics Shareholders and, for
information only, to Fleetmatics Equity Award Holders containing (i) the
Scheme, (ii) the notice or notices of the Court Meeting and EGM, (iii) an
explanatory statement as required by Section 452 of the Act with respect to
the Scheme, (iv) such other information as may be required or necessary
pursuant to the Act or the Takeover Rules and (v) such other information as
Fleetmatics and Verizon shall agree (each acting reasonably);

“Verizon”, Verizon Communications Inc.;

“Verizon Parties”, together, Verizon and Bidco; and

“U.S. GAAP”, U.S. generally accepted accounting principles.

 

APPENDIX II

SOURCES OF INFORMATION AND BASES OF CALCULATION

In this Announcement:

(i)         The value of the Acquisition is based upon the cash
consideration due under the terms of the Acquisition and on the basis of the
issued and to be issued share capital of Fleetmatics referred to in paragraph
(ii) below.

(ii)         The issued and to be issued share capital of Fleetmatics
is calculated on the basis of:

·            the number of issued Fleetmatics Ordinary Shares as
at the close of business on 28 July 2016, being the latest practicable date
before the date of this Announcement, being 39,166,956 Fleetmatics Ordinary
Shares (excluding shares in Treasury); and

·            any further Fleetmatics Ordinary Shares which may be
issued (or transferred from Treasury) on or after the date of this
Announcement or granted prior to the Effective Date on the cashless exercise
of options or the vesting of awards under the Fleetmatics Share Plan or
employment agreements, which options or awards have been granted or are
expected to be granted on or before the Effective Date (and, in the case of
awards, are expected to be vested on or before the Effective Date), amounting
in aggregate up to 1,200,000 Fleetmatics Ordinary Shares assuming solely for
purposes of this calculation an Effective Date in the fourth quarter of 2016.

(iii)        Unless otherwise stated, all prices for Fleetmatics
Ordinary Shares are the Closing Price for the relevant dates.

(iv)        The prices of Fleetmatics Ordinary Shares used for the
premium calculations are:

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

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

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

 (vii)      The volume weighted average Closing Price per Fleetmatics
Ordinary Share for the 30 and 90 trading day periods to 29 July 2016 is
derived from data provided by Bloomberg.  

APPENDIX III

DEFINITIONS

The following definitions apply throughout this Announcement, unless the
context otherwise requires:

Acquisition                                                     
the proposed acquisition by Bidco of Fleetmatics by means of the Scheme or the
Takeover Offer (and any such Scheme or Takeover Offer as it may be revised,
amended or extended from time to time) pursuant to the Transaction Agreement
(whether by way of the Scheme or the Takeover Offer in accordance with the
terms of the Transaction Agreement) (including the payment by Bidco of the
aggregate Cash Consideration pursuant to the Scheme or the Takeover Offer), as
described in this Announcement and provided for in the Transaction Agreement

Act                                                                  
the Companies Act 2014 of Ireland and every modification and re-enactment
thereof for the time being in force

Acting in
Concert                                            
has the meaning given to that term in the Irish Takeover Panel Act 1997, as
amended

Announcement                                                
this announcement, made in accordance with Rule 2.5 of the Takeover Rules,
dated 1 August 2016, including its summary and appendices

Bidco                                                              
Verizon Business International Holdings B.V., a private limited liability
company incorporated under the laws of the Netherlands, having its registered
office at H.J.E. Wenckenbachweg 123, Amsterdam 1096 AM, The Netherlands

Bidco
Directors                                               
the members of the board of managing directors of Bidco

Business
Day                                                  
any day, other than a Saturday, Sunday or a day on which banks in Ireland or
in the State of New York are authorised or required by law or executive order
to be closed

Cash
Consideration                                         
US$60.00 per Scheme Share to be made pursuant to the Scheme to Scheme
Shareholders

Closing
Price                                                  
the closing price for a Fleetmatics Ordinary Share at the close of business on
the day to which the price relates, derived from Bloombergfor that day

Combined
Group                                            
following completion of the Acquisition, the combined Verizon Group and
Fleetmatics Group

Concert
Parties                                               
such persons as are deemed to be acting in concert with Verizon pursuant to
Rule 3.3 of Part A of the Takeover Rules

Conditions                                                      
the conditions of the Scheme and Acquisition, as set out in paragraphs 1 to 5
of Appendix I to this Announcement

Court
Hearing                                                  
the hearing by the High Court of the Petition to sanction the Scheme under
Sections 449 to 455 of the Act

Court
Meeting                                                 
the meeting or meetings of the Fleetmatics Shareholders (and any adjournment
thereof) convened pursuant to Section 450 of the Act to consider and, if
thought fit, approve the Scheme (with or without amendment)

Court Meeting
Resolution                                 the
resolution to be proposed at the Court Meeting for the purposes of approving
and implementing the Scheme

Court
Order                                                     
the order or orders of the High Court sanctioning the Scheme under Sections
449 to 455 of the Act and confirming the Reduction of Capital under Sections
84 and 85 of the Act

Effective                                                          
in the context of the Acquisition: (i) if the Acquisition is implemented by
way of a Scheme, the Scheme having become effective in accordance with its
terms, upon the 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 and such Reduction of Capital having become effective
upon the registration of the Court Order and minute by the Registrar of
Companies; or (ii) if the Acquisition is implemented by way of a Takeover
Offer, the Takeover Offer having been declared or become unconditional in all
respects in accordance with the requirements of the Takeover Rules

Effective
Date                                                  
the date upon which:

(a)        the Scheme becomes Effective; or

(b)        if Verizon elects and the Panel consents to implement the
Acquisition by way of a Takeover Offer, the Takeover Offer becomes Effective

Effective
Time                                                 
the time on the Effective Date at which the Court Order is delivered to and a
copy of the minute required by Section 86 of the Act are registered by the
Registrar of Companies

EGM
Resolutions                                            
the resolutions to be proposed at the EGM for the purposes of approving and
implementing the Scheme, the Reduction of Capital, changes to the articles of
association of Fleetmatics and such other matters as Fleetmatics reasonably
determines to be necessary or desirable for the purposes of implementing the
Acquisition as have been approved by Verizon (such approval not to be
unreasonably withheld, conditioned or delayed)

End
Date                                                         
31 December 2016; provided, that if as of such date all Conditions (other than
(i) Conditions 3(a) and/or 3(b), (ii) Condition 3(d) (if, in the case of this
clause (ii), the reason for the failure of such Condition is an Antitrust
Order) and/or (iii) Conditions 2(c) and 2(d) (if, in the case of this clause
(iii), the reason for the failure of such Conditions is the failure of the
Conditions set forth in clause (i) and/or (ii) of this definition to have been
satisfied)) have been satisfied (or, in the sole discretion of the applicable
Party, waived (where applicable)) or would be satisfied (or, in the sole
discretion of the applicable Party, waived (where applicable)) if the
Acquisition were completed on such date, the “End Date” shall be extended
to 1 August 2017 and in such case all references in this Announcement to the
“End Date” shall be deemed to be to 1 August 2017

EUR, euro or
€                                                
the single currency unit provided for in Council Regulation (EC) NO974/98 of 8
May 1990, being the lawful currency of Ireland

Exchange
Act                                                  
the United States Securities Exchange Act of 1934, as amended

Expenses Reimbursement Agreement              has the meaning
given to that term in paragraph 11 of this Announcement (Acquisition related
arrangements)

Extraordinary General Meeting or EGM            the extraordinary
general meeting of the Fleetmatics Shareholders (and any adjournment thereof)
to be convened in connection with the Scheme, expected to be convened as soon
as the preceding Court Meeting shall have been concluded or adjourned (it
being understood that if the Court Meeting is adjourned, the EGM shall be
correspondingly adjourned)

Fleetmatics                                                     
Fleetmatics, a public limited company incorporated in Ireland with registered
number 516472 and with its registered office at Floors 1 & 2, Block C,
Cookstown Court, Cookstown Industrial Estate, Tallaght, Dublin

Fleetmatics Alternative Proposal                      any
bona fide proposal or bona fide offer made by any person (other than a
proposal or offer by Verizon or any of its Concert Parties or any person
Acting in Concert with Verizon pursuant to Rule 2.5 of the Takeover Rules) for
(i) the acquisition of Fleetmatics by scheme of arrangement, takeover offer or
business combination transaction; (ii) the acquisition by any person of 20% or
more of the assets of Fleetmatics and its Subsidiaries, taken as a whole,
measured by either book value or fair market value (including equity
securities of Fleetmatics’ Subsidiaries); (iii) the acquisition by any
person (or the stockholders of any person) of 20% or more of the outstanding
Fleetmatics Ordinary Shares; (iv) any merger, business combination,
consolidation, share exchange, recapitalisation or similar transaction
involving Fleetmatics as a result of which the holders of Fleetmatics Ordinary
Shares immediately prior to such transaction do not, in the aggregate, own at
least 80% of the outstanding voting power of the surviving or resulting entity
in such transaction immediately after consummation thereof; or (v) any
combination of the foregoing

Fleetmatics
Board                                           
the board of directors of Fleetmatics

Fleetmatics
Directors                                      
the members of the board of directors of Fleetmatics

Fleetmatics Equity Award Holders                    the
holders of Fleetmatics Options and/or Fleetmatics Share Awards

Fleetmatics


- More to follow, for following part double click  ID:nPRr16C64c