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Aug 29, 2012 11:32 AM

Trimble (NASDAQ: TRMB) has entered into a definitive  agreement to acquire privately held TMW Systems Inc, a provider of enterprise  software to transportation and logistics (T&L) companies.

  TMW’s transportation software platform serves as a  central hub from which the core operations of transportation organizations are  managed, data is stored and analyzed, and mission-critical business processes  are automated. The company’s software capability spans the entire surface  transportation lifecycle, delivering visibility, control, and decision support  for the movement of freight. TMW’s enterprise software currently integrates  with Trimble’s T&L systems on many fleets and when combined will jointly  serve more than 3,000 fleets worldwide. TMW is based in Beachwood OH and has  500 employees. It will be reported within Trimble’s Mobile Solutions segment.

  The all-cash purchase price of $335 million will be  financed through Trimble’s existing credit facility. This facility has terms  and conditions for draw-downs that are typical of such financing. A detailed  description of the credit agreement can be found in Trimble’s current report on  Form 8-K filed May 9, 2011 with the Securities and Exchange Commission. The  transaction is expected to close in fourth quarter 2012, subject to customary  closing conditions, including expiration of the waiting period under the  Hart-Scott-Rodino Antitrust Improvements Act.

  TMW’s reported trailing 12-month revenue is about $96  million. The transaction is expected to be slightly dilutive to Trimble’s  fourth quarter non-GAAP earnings per share by $0.01 to $0.03 per share, due to  the impact of a one-time, non-cash write-down on a portion of TMW System’s  deferred revenue. Trimble expects the acquisition to be accretive to its 2013  non-GAAP earnings per share by $0.12 to $0.14 per share.

  TMW serves more than 2,000 clients managing 500,000-plus  power units and maintaining more than 1.7 million assets worldwide. For more  details, visit www.tmwsystems.com.

  Founded in 1978, Trimble is headquartered in Sunnyvale  CA. For more information, access www.trimble.com.