XRS Corp. to be acquired by Omnitracs

Eden Prairie-based transportation software firm XRS Corp. is being acquired by an industry rival for nearly double its market value, a deal that reflects consolidation in the trucking analytics industry.

Omnitracs LLC agreed to pay $178 million to buy XRS, which makes software to help trucking companies deal with logistics and compliance issues, the companies said Tuesday.

"The acquisition delivers an attractive premium for our shareholders, and for our employees and customers," Jay Coughlan, chairman and CEO of XRS, said in a statement.

Both companies have been pioneers in the development of fleet management and compliance technology.

In recent years, XRS has transformed its business from providing services through specialized hardware attached to trucks to become a provider of services based on various widely-available mobile devices. Omnitracs is a leading provider of fleet management software for transportation and logistics companies. It is owned by Vista Equity Partners, a $13 billion private equity firm with offices in Chicago, San Francisco and Austin, Texas.

The $5.60-per-share deal price is nearly twice XRS' $3.02 closing price on Friday. XRS shares closed at $5.52, up 83 percent Tuesday.

Officials with XRS declined to comment, and Vista Equity Partners didn't respond in time for publication.

XRS started in 1985 and was known as Xata Corp. until August 2012. In its early years, it helped trucking firms incorporate satellite-based GPS devices to track their fleets. In the late 1990s and early 2000s, it developed Web-based systems for drivers to log their fuel, routes and other operational details.

Coughlan, who has led XRS since 2006, recognized that the emergence of mobile devices, cloud computing and social networks would change the industry. He reshaped the company from a hardware-based business into a mobile application company. In April 2013, XRS merged three of its older platforms into a single mobile platform.

"I was just solving my problems and I saw an opportunity," Coughlan said last year.

Vista Equity Partner's focus has been on acquiring and consolidating software and technology-based business. It acquired Omnitracs in November 2013 for $800 million from Qualcomm Inc., and merged it with Roadnet Technologies, a provider of fleet management software. Vista also has purchased Sylectus and FleetRisk Advisors.

In addition to technological change, the fleet management industry is helping trucking firms manage new federal regulations. For instance, more truckers must now use electronic onboard recorders to track their driving hours and other data.

"XRS has built a significant business focused on delivering transportation management solutions via mobile devices, and we believe this is a great addition to our suite of offerings," John Graham, CEO of Omnitracs, said in a statement.

The board of XRS approved the merger agreement and the deal is expected to close in the fourth quarter. According to a filing with the Securities and Exchange Commission the largest shareholders of XRS, including John Deere Special Technologies and CEO Coughlan, have pledged their shares in support of the purchase. John Deere owns approximately 19 percent of XRS shares and Coughlan owns 4.9 percent.

Patrick Kennedy • 612-673-7926