8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The

Securities Exchange Act of 1934

Date of Report: May 9, 2011

Trimble Navigation Limited

(Exact name of registrant as specified in its charter)

California	001-14845	94-2802192
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer I.D. No.)

935 Stewart Drive, Sunnyvale, California, 94085

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (408) 481-8000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01 Regulation FD Disclosure

On May 9, 2011, Trimble Navigation Limited (the “Company”) and Tekla Corporation, a public limited company incorporated and existing under the laws of Finland with its sole class of equity listed on the NASDAQ OMX Helsinki stock exchange, entered into a Combination Agreement (the “Combination Agreement”), pursuant to which the Company will, indirectly through a Finnish wholly-owned subsidiary, offer to acquire all of the outstanding shares in Tekla through a public tender offer (the “Transaction”). See our Current Report on Form 8-K filed with the Securities and Exchange Commission on May 9, 2011 for more information about the Combination Agreement and Transaction.

On May 9, 2011, the Company held a conference call to discuss the transactions contemplated by the Combination Agreement, including the Transaction. The slide presentation materials for the call are included as Exhibit 99.1 to this Current Report on Form 8-K (this “Current Report”).

The information in this Current Report, including exhibit 99.1, is furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (“Exchange Act”), or otherwise subject to the liabilities of that section. The information in this Item 7.01 and in Exhibit 99.1 attached hereto shall not be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date of this Current Report, regardless of any general incorporation language in such filing.

This Current Report, including Exhibit 99.1, includes forward-looking statements within the meaning of Section 21E of the Securities Exchange Act and are made pursuant to the safe harbor provisions of the Securities Litigation Reform Act of 1995. These statements include, among others, expectations for future financial market and economic conditions, the ability to deliver revenue and other financial projections. These forward-looking statements are subject to change, and actual results may materially differ from those set forth in this Current Report due to certain risks and uncertainties. Factors that could cause or contribute to changes in such forward-looking statements include, but are not limited to (i) realizing the anticipated benefits of the acquisition of Tekla, (ii) successfully completing the acquisition of Tekla’s shares and the timing of such acquisition, (iii) Trimble’s ability to successfully integrate Tekla’s products and services and (iv) the risks and uncertainties associated with unexpected expenditures or assumed liabilities that may be incurred as a result of the acquisition and retaining key Tekla personnel and customers. Any failure to achieve predicted results could negatively impact Trimble’s revenues, cash flow from operations, and other financial results. Trimble’s financial results will also depend on a number of other factors, including the risks detailed from time to time in reports filed with the Securities and Exchange Commission, including its quarterly reports on Form 10-Q and its annual report on Form 10-K. Undue reliance should not be placed on any forward-looking statement contained herein, especially in light of greater uncertainty than normal in the economy in general. These statements reflect Trimble’s position as of the date of this release. Trimble expressly disclaims any undertaking to release publicly any updates or revisions to any statements to reflect any change in Trimble’s expectations or any change of events, conditions, or circumstances on which any such statement is based.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibit.

99.1       Conference Call Presentation Materials.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	TRIMBLE NAVIGATION LIMITED
	a California corporation
Dated: May 9, 2011	By:	/s/ James A. Kirkland
		James A. Kirkland
		Vice President & General Counsel

EXHIBIT INDEX

Exhibit No.	Description
99.1	Conference Call Presentation Materials.

EX-99.1

Acquisition of Tekla

Exhibit 99.1

Safe Harbor

Certain statements made in this press release include forward-looking statements within the meaning of

Section 21E of the Securities Exchange Act and are made pursuant to the safe harbor provisions of the

Securities Litigation Reform Act of 1995.  These statements include, among others, expectations for

future financial market and economic conditions, the ability to deliver revenue and other financial

projections.  These forward-looking statements are subject to change, and actual results may materially

differ from those set forth in this press release due to certain risks and uncertainties.  Factors that could

cause or contribute to changes in such forward-looking statements include, but are not limited to (i)

realizing the anticipated benefits of the acquisition of Tekla, (ii) successfully completing the acquisition

of Tekla’s shares and the timing of such acquisition, (iii) Trimble’s ability to successfully integrate

Tekla’s products and services and (iv) the risks and uncertainties associated with unexpected

expenditures or assumed liabilities that may be incurred as a result of the acquisition and retaining key

Tekla personnel and customers. Any failure to achieve predicted results could negatively impact

Trimble’s revenues, cash flow from operations, and other financial results.  Trimble’s financial results

will also depend on a number of other factors, including the risks detailed from time to time in reports

filed with the Securities and Exchange Commission, including its quarterly reports on Form 10-Q and its

annual report on Form 10-K. Undue reliance should not be placed on any forward-looking statement

contained herein, especially in light of greater uncertainty than normal in the economy in general. These

statements reflect Trimble’s position as of the date of this release. Trimble expressly disclaims any

undertaking to release publicly any updates or revisions to any statements to reflect any change in

Trimble’s expectations or any change of events, conditions, or circumstances on which any such

statement is based.

Overview of Tekla

Founded in 1966

Headquartered in Espoo, Finland

Listed on NASDAQ OMX Helsinki exchange

Leading provider of digital information model based

software for the building & construction and infrastructure

& energy industries (>5,000  Tekla Structures customers)

Strong historical financial performance with strong

operating leverage and growth opportunities

–

Revenue of €58m in 2010, 16% y/y growth

–

High-margin software & recurring maintenance

revenue

–

EBITDA of €12m in 2010, 20% historical margins

Operates in two business areas

–

Building & Construction (B&C) software                

(74% of 2010 revenue)

–

Infrastructure & Energy (I&E) software                   

(26% of 2010 revenue)

~500 employees in 15 countries

Trimble and Tekla have collaborated since 2008

Tekla Key Offerings

Tekla Structures

–

A leading 3D building information

modeling (BIM) tool for every stage of

design and construction

–

Based on leading applications for steel &

concrete construction modeling,

detailing and fabrication support

–

Robust & scalable technology easily

extensible for field use

Key features:

–

Tracks construction model changes and

associated interdependencies including

component changes, scheduling, costs

and part sourcing

–

Measureable models facilitate fabrication

and field information

–

Comprehensive platform captures

design intent, building performance and

sequential info; can extend to supply

chain and maintenance operations

Tekla’s solutions have been used to design and engineer

innovative and high-profile projects

BIM Benefits

Clash detection across trades

–

Eliminates rework

Model-based precise cost estimation

–

Greater assurance in competitive bids & predictable

execution

Construction planning and coordination

–

Improved scheduling and sequencing of multiple trades

Improved communication across stake holders

–

3D visualization

Supply chain management

–

Streamlines plan to purchase order process; achieves

visibility      

from equipment yard to installation

–

Reconciles

“just

in

time”

delivery

with

work

crew

availability

BIM is a process utilizing a 3D parametrically correct (“smart”)

model that allows architects, engineers, contractors and

owners to analyze, construct and manage a building

Potential Savings: 3-5% of total project costs

(worldwide estimated non-residential project spending ~ $1.7 trillion)*

*Source: IHS Global Insights

Trimble’s focus is those elements of the process that

improve construction operations

Tekla’s 3D BIM is a natural extension of Trimble’s

Connected Construction Site Solution portfolio

Survey

Design

Feasibility

Planning

Estimate

Earthworks

Building &

Construction

Maintain &

Operate

Scan to BIM

BIM  to Field

3D Laser scanning to

capture as-built

conditions

Positioning of

anchor bolts,

forms, foundations

BIM, integrated with intelligent tools on site,

transforms building construction economics

3D Constructible Model

Intelligent Model

Crossing Trades

High Value

Trade

Specific

Solutions

Deployment

of digitally

enabled 

tools

Tekla extends a multi-year strategy and is core to

integrating the construction model

Owner/General Contractor

Steel/Concrete

Site Prep

Mechanical/HVAC

Electrical

Intelligent Tools

BIM Platform

The market has significant growth potential –

driven by cyclical

recovery, current low penetration and significant market trends

Market Trends

Worldwide market penetration currently < 10%

–

North America –

leading adopter

–

Europe –

moving out of early adopter stage

–

ROW –

early stages

Rapid transition from 2D to 3D models

Modeling role moving from engineers to

contractors

Construction economics driving emphasis on

pre-fabrication of structural steel and

mechanical elements

Functionality in information solutions

progressing rapidly to a “5D”

solution

–

“3D”

construction model

–

“4D”

construction  model + schedule

–

“5D”

construction  model + schedule + cost

Tekla products complete Trimble’s portfolio in building

construction and extend capabilities in infrastructure and utilities

Tekla solutions complement Trimble's vision for

“Solutions at Every Phase”

for the energy sector

Integrated processes and technologies for managing field activities and

mobile resources

to enable improved efficiency, asset management and

customer service

Managing

The Work                                   The Worker          

The Mobile Assets          

Mobile asset

management

Mobile resource

management

Combined office solutions with smart tools on site, can

transform work process for energy applications

Work

management

The combination creates significant

strategic and financial leverage

A unique portfolio of workflow & productivity solutions for complex

construction projects

A highly capable, worldwide distribution organization with significant

cross-sell opportunities

Scale to both companies’

infrastructure & energy businesses

Leverage in enabling significant incremental revenue growth off the

current cost structure

Deal Elements

Transaction and Financial Impact

Tekla will join Trimble’s Engineering & Construction segment, which

represented 56% of 2010 revenues

Plan to operate business as an independent unit

Attractive financial profile –

recurring revenues and high margins

–

Significant operating leverage driven by sector recovery and exposure to

emerging markets

Transaction impact

–

Excluding the EPS impact of a one-time, non-cash write-down on Tekla’s

existing deferred revenue of ($0.06) per share, the transaction would be

immediately accretive to 2011 non-GAAP EPS by $0.01 to $0.03 per share

–

Estimated to be accretive to 2012 non-GAAP EPS by $0.08 to $0.10

Q&A