Verizon Communications Inc. and Hughes Telematics, Inc. have announced a definitive merger agreement under which Verizon will acquire Hughes Telematics, Inc. for $12.00 per share in cash, or a total of $612 million.

The merger is expected to close in the third quarter of 2012, and Verizon plans to retain the existing management team and operate the new unit as a subsidiary within Verizon and operated as part of its Verizon Enterprise Solutions group.   The business will continue to be headquartered in Atlanta.

The transaction will expand Verizon’s capabilities in the automotive and fleet telematics marketplace and accelerate growth in key vertical segments, including emerging machine-to-machine (M2M) services applications driven by consumer trends and increasingly connected lifestyles.

The Board of Directors of HTI has unanimously approved the transaction upon the recommendation of its special committee, and the transaction was unanimously approved by the directors of Verizon present and voting.  The transaction has also been approved by a written consent executed by holders of a majority of HTI’s voting shares.

The transaction is subject to the expiration or early termination of the Hart-Scott-Rodino antitrust waiting period and other customary closing conditions.