Urgent.ly
Modernizing Roadside Assistance

Otonomo and Urgently to Combine to Create Leading Mobility Services Company

Wednesday, February 15, 2023

Proposed Merger Would Create an End-to-end Platform for a New Generation of Mobility Services and Experiences for Automotive OEM, Insurance, Transportation, Rental and Fleet Partners and Their Customers

HERZLIYA, Israel and SAN FRANCISCO and VIENNA, Va.-- Urgent.ly, Inc. (“Urgently”), a U.S.-based leading provider of digital roadside and mobility assistance technology and services, today announced that they have entered into a definitive agreement to merge in an all-stock transaction. As a result of the transaction, Urgently expects that its shares of common stock will be listed under the ticker symbol “ULY”.

Upon closing of the transaction, which has been approved by each company’s board of directors, holders of Otonomo’s ordinary shares will receive common stock of Urgently. Otonomo’s shareholders and other equityholders will own, in the aggregate, approximately 33% of the combined company on a fully diluted basis, subject to the determination of the final exchange ratio pursuant to the terms set forth in the definitive agreement. The transaction is expected to close in the third quarter of 2023, subject to the approval of Otonomo’s shareholders and the satisfaction of other customary closing conditions.

Merger Highlights:

• Urgently and Otonomo equityholders will own approximately 67% and 33%, respectively, of the combined company on a fully diluted basis, subject to the determination of the final exchange ratio pursuant to the terms set forth in the definitive agreement.

• Combines differentiated and synergistic technology portfolios encompassing advanced data processing and analytics, connected insurance, mobility assistance network management and service delivery

• Creates meaningful cross-selling revenue opportunities and cost savings

• Transaction expected to close in the third quarter of 2023

• Urgently’s 2022 revenue estimated at more than $185 million1; a 25% increase over Urgently’s 2021 revenue

• Urgently maintained an annual CSAT score of 4.5 or greater from 2020 through 2022

• Post-closing, Otonomo will be a wholly owned subsidiary of Urgently

• Urgently investors include BMW i Ventures, Porsche Ventures, Jaguar Land Rover’s InMotion Ventures, American Tire Distributors, Iron Gate Capital and Emerald Technology Ventures.

Powering the Present and Future of Connected Mobility Services

The combined company is positioned to power the present and future of connected mobility services, creating safe, customer-centric assistance services for automotive OEMs, insurance, rental and fleet partners and their customers. Today, Urgently and Otonomo have solutions operating in more than 26 countries, more than 100 partnership agreements across the automotive OEM, transportation and mapping, insurance, fleet and rental sectors covering up to 70 million vehicles, more than 80,000 estimated connected assistance service professionals and 36 registered and pending patents.

With over 1.7 billion connected vehicles expected to be on the road in the next decade, the combined company will serve mobility markets totaling more than $100 billion2. By receiving connected vehicle signals directly into the Urgently mobility assistance platform, the company will be positioned to transform the legacy roadside assistance industry from one that provides reactive assistance after a mechanical failure to one that increasingly provides higher margin, proactive and preventive forms of assistance. While many parties across the mobility technology ecosystem are poised to receive vehicle signals, Urgently delivers real-world service to consumers, managing the “hard and essential part” of the connected assistance value chain.

Once combined, Urgently and Otonomo will bridge mobility services and data to vastly improve customer experiences and safety, benefiting a variety of real-world applications, such as:

• First Notice of Loss – The integration of connected vehicle data will make it possible for insurance carriers to more rapidly and accurately convey first notice of loss (FNOL) to expedite claims processing while rapidly dispatching critical roadside assistance from Urgently’s service network to minimize customer inconvenience.

• Fleet Management – With connected vehicle data, Urgently will enable fleet operators and owners to manage vehicle tracking, receive proactive and predictive alerts for vehicle maintenance and mileage, resulting in speedier vehicle recovery, minimized disruption and the ability to deliver improved experiences for customers.

• Vehicle Ownership Experience – Integrating connected vehicle data with Urgently’s mobility assistance solutions can redefine OEM customer engagements across the total lifecycle of the vehicle. Benefits include coaching driver behavior to reduce insurance premiums, sending proactive and predictive alerts for vehicle maintenance, and improving customer safety and security when roadside assistance is needed.

“This transaction enables us to transform the current reactive roadside experience and deliver on the promise of connected mobility,” said Matt Booth, CEO of Urgently. “The addition of Otonomo’s mobility data uniquely positions Urgently to capitalize on the connections between vehicle data and the fleet, insurance and roadside assistance sectors to provide real-world services that will improve customer experiences and safety.”

”Merging Otonomo and Urgently is an exciting step for Otonomo that advances our vision of empowering the future of mobility and connected services,” said Ben Volkow, CEO and co-founder of Otonomo. “Mobility assistance is a real-world application for connected vehicle data and, by combining both companies' technologies, we will provide new solutions for the betterment of customer safety, security and accessibility.”

Leadership

The combined company will be led by an experienced leadership team and Board of Directors. Upon the closing of the transaction, Matt Booth will be CEO and Tim Huffmyer will be CFO of the combined company. Ben Volkow will join the Board of Directors and will have an advisor role with the combined company.

Advisors

Evercore served as financial advisor to Urgently, and B. Riley Securities has served as co-financial advisor to Urgently in connection with the transaction. Wilson Sonsini Goodrich & Rosati, PC and Herzog Fox & Neeman served as its legal advisors. Needham & Company, LLC served as exclusive financial advisor to Otonomo, and Latham & Watkins LLP and Gross, Kleinhendler, Hodak, Halevy, Greenberg, Shenhav & Co. served as its legal advisors.

Urgently to Host Investor Day on September 27, 2023

Wednesday, September 27, 2023

VIENNA, Va.- Urgent.ly, Inc. (“Urgently”), a U.S.-based leading provider of digital roadside and mobility assistance technology and services, today announced that it will host an Investor Day on Wednesday, September 27, 2023, at the Nasdaq MarketSite in New York.

Over the course of the day, Urgently’s senior leadership team will discuss growth strategies and articulate the market opportunities for the Urgently brand. Presentations followed by a Q&A session will be led by:

• Matt Booth, Chief Executive Officer

• Tim Huffmyer, Chief Financial Officer

• Harrison Russell, Senior Vice President of Partnerships

The presentations will commence promptly at 1:30 p.m. ET, with a cocktail reception immediately following. Please note that in-person attendance is by invitation only and advanced registration is required. Only those attending in person will be able to ask questions. If you are interested in attending, please contact Urgently investor relations at investorrelations@geturgently.com.

The live webcast and replay of the event can be accessed by all interested parties through Urgently’s investor relations website, https://www.geturgently.com/investors.

Roadsider Announces Strategic Partnership and Direct Integration with Urgently

Tuesday, January 23, 2024

Roadsider joins forces with Urgently to enhance service efficiency and customer experience through a strategic partnership and direct technological integration.

NEWARK, CA, USA,-- Roadsider, Inc., a dynamic player in the roadside assistance sector, is excited to announce a strategic partnership with Urgently, a leading global digital roadside assistance platform. This collaboration signifies a major leap forward in Roadsider's commitment to providing innovative and efficient roadside solutions.



This partnership integrates Roadsider’s technology directly with Urgently’s cutting-edge platform. This integration is designed to streamline processes, enhance service quality with exceptional user experience, and offer faster and more reliable towing and roadside assistance to drivers in need.



“Joining forces with Urgently is a game-changer for Roadsider,” said AJ Sardar, Chief Executive Officer of Roadsider. “This partnership will leverage the strengths of both companies, combining our innovative roadside assistance solutions with Urgently’s robust, digitally connected platform. It’s a win-win for our customers and partners.”



Urgently’s platform is renowned for its digital-first approach to roadside assistance, using real time data, Ai, and machine to machine communication to power its operations. The integration with Roadsider will bring together the best of both platforms, offering towing companies, drivers, and service providers an unprecedented level of efficiency and reliability.



Key Benefits of the Partnership:

• Enhanced Efficiency: The direct integration streamlines the communication and service dispatch process, leading to quicker response times for roadside assistance.

• Wider Reach: Leveraging Urgently’s extensive network, Roadsider can expand its services to a broader customer base.

• Innovative Solutions: Both companies are at the forefront of utilizing technology to enhance the roadside assistance experience, and this partnership will foster continued innovation.