Contract
Exhibit 99.1
(1) Pursuant to the Agreement and Plan of Merger, dated as of June 1, 2012 (the “Merger Agreement”), by and among Xxxxxx Telematics, Inc. (the “Company”), Verizon Communications Inc. and Verizon Telematics Inc. (“Verizon Telematics”), this option, which vested as to 10,512 shares in three equal installments on each of November 30, 2008, November 30, 2009 and November 30, 2010 and 3,504 shares on November 1, 2011 upon the signing of an agreement with Volkswagen Group of America, was cancelled in exchange for a cash payment of $9.53 per share representing the difference between the exercise price of the option and the $12.00 per share merger consideration.
(2) Pursuant to the Merger Agreement, this option, which provided for vesting upon the achievement of certain target trading prices of the Company’s common stock prior to March 31, 2014, was cancelled without consideration.
Pursuant to the Merger Agreement, on July 26, 2012, the Company merged with and into Verizon Telematics and the shares of the Company held by the reporting person were canceled and converted into the right to receive $12.00 in cash per share.
The reporting person is associated with Apollo Management, L.P. and its affiliated investment managers, including Apollo Management V, L.P. (“Management V”). Pursuant to the Merger Agreement, the shares of the Company beneficially owned by Management V and its affiliates were canceled without consideration, or cancelled and converted into the right to receive $12.00 per share, depending on whether or not the shares were subject to an escrow arrangement in connection with a prior transaction. This report shall not be deemed an admission that the reporting person is the beneficial owner of, or has any pecuniary interest in, any such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.