TORONTO, Sept. 23, 2015 /CNW/ - BSM Technologies Inc.
("BSM") (TSX-V:GPS), a leading provider of remote monitoring, fleet
management, and fleet diagnostics systems, today announced that BSM
shareholders overwhelmingly approved the issuance of BSM common
shares (the "BSM Shares") in connection with the "merger of equals"
type transaction, via the previously announced plan of arrangement
(the "Arrangement"), between BSM and Webtech Wireless Inc.
("Webtech Wireless") (TSX:WEW), a leading provider of GPS fleet
management solutions. Under the Arrangement, BSM will acquire all
of the issued and outstanding Webtech Wireless common shares
("Webtech Wireless Shares").
Of the total number of BSM Shares represented at the meeting,
approximately 98.88% were voted FOR the ordinary resolution
to approve the maximum number of BSM Shares that may be issued in
connection with the Arrangement. In addition, approximately 86.43%
BSM Shares were voted FOR the second amended and restated
stock option plan. A total of 32,583,910 BSM Shares were
represented at the meeting, representing approximately 69.81% of
the outstanding BSM Shares. Webtech Wireless also held a special
meeting of shareholders earlier today at which Webtech's
shareholders voted in favour of the special resolution approving
the Arrangement.
"We are pleased with the favorable vote and support we received
from our shareholders in response to our proposed merger of equals
type transaction with Webtech Wireless," said Aly Rahemtulla, President and CEO of BSM. "We
are another step closer to establishing BSM as a global top 20
commercial fleet telematics provider. As a combined organization,
we will have scale; leading technology; a market leadership
position in the rail, construction and government verticals; and a
stronger financial profile. We are confident that this merger has
the necessary elements to fuel accelerated growth and
profitability, going forward."
The Arrangement is being proposed under, and is subject to the
terms and conditions of, an arrangement agreement dated
July 30, 2015 between BSM and Webtech
Wireless. Assuming the Arrangement becomes effective, holders of
Webtech Wireless Shares will receive $0.52 in cash plus 2.136 BSM Shares for each
Webtech Wireless Share held (the "Exchange Ratio"). In addition,
each outstanding option to acquire Webtech Wireless Shares is to be
exchanged for a replacement option exercisable for BSM Shares, with
the number and price adjusted by the Exchange Ratio.
Webtech Wireless intends to seek a final order of the Supreme
Court of British Columbia to
approve the Arrangement, at a hearing expected to be held on or
about September 25, 2015. In addition
to the approval of the court, the Arrangement is subject to
satisfaction of other closing conditions customary in a transaction
of this nature. It is currently expected that, subject to receipt
of all necessary approvals and satisfaction of all terms and
conditions, the Arrangement will close on or about September 30, 2015.
Full details of the Arrangement and certain other matters can be
found in the joint management information circular (the "Joint
Circular") of BSM and Webtech Wireless dated August 19, 2015. An electronic copy of the Joint
Circular is available on BSM's website at www.bsmwireless.com and
is also available under BSM's issuer profile on SEDAR at
www.sedar.com.
Cautionary Note Regarding Forward-Looking
Statements
This news release includes certain
forward-looking statements or information under applicable
Canadian, U.S. and other securities laws. Such forward-looking
information and statements are often, but not always, identified by
the use of words such as "seek", "anticipate", "believe", "plan",
"estimate", "expect" and "intend" and statements that an event or
result "may", "will", "should", "could", or "might" occur or be
achieved and any other similar expressions. Such forward-looking
information includes but is not limited to, statements with respect
to estimates and statements with respect to the receipt of the
final order of the Supreme Court of British Columbia approving the Arrangement,
satisfaction of the terms and conditions of the Arrangement and
anticipated completion of the Arrangement, the future financial or
operating performance of the combined organization and their
respective verticals, statements regarding synergies and financial
impact of the Arrangement, the benefits of the Arrangement and the
timing and possible outcome of regulatory matters. These
forward-looking statements, and any assumptions upon which they are
based, are made in good faith and reflect our current judgment
regarding the ability of the parties to receive, in a timely manner
and on satisfactory terms, the necessary court, stock exchange and
regulatory approvals and the ability of the parties to satisfy in a
timely manner, the conditions to the closing of the Arrangement,
efficiently and successfully completing a network operating centre
consolidation, efficiently and successfully completing a hardware
and software consolidation, receiving increased volume discounts
from suppliers and efficiently and successfully realizing
operational efficiencies. Management believes that these
assumptions are reasonable; however, some risks include, but are
not limited to, non-completion of the Arrangement, including due to
the parties failing to receive, in a timely manner and on
satisfactory terms, the necessary court, stock exchange and
regulatory approvals or the inability of the parties to satisfy in
a timely manner the other conditions to the closing of the
Arrangement, the failure to efficiently or successfully complete
network centre consolidation, the failure to efficiently or
successfully complete hardware and software consolidation, the
failure to realize or receive increased volume discounts from
suppliers and the failure to efficiently or successfully achieve
the expected operational efficiencies. Forward-looking information
is subject to known and unknown risks, uncertainties and other
factors that could cause actual results to differ materially from
those contained in the forward-looking information. Some of these
risks, uncertainties and other factors are described under the
heading "Risk Factors" in BSM's annual management's discussion and
analysis and in the Joint Circular, each available at
www.sedar.com. Forward-looking information is based on estimates
and opinions of management at the date the statements are made.
Except as required by applicable law, BSM does not undertake any
obligation to update forward-looking information. Readers should
not place undue reliance on forward-looking information.
About BSM Technologies Inc. (www.bsmwireless.com)
BSM Technologies Inc., through its subsidiary BSM Wireless Inc., is
a leading provider of remote monitoring, fleet tracking, fleet
maintenance, and business intelligent engine providing real time,
web-based tracking of mobile and fixed assets. BSM provides
solutions for commercial, government, and law enforcement
organizations who manage and operate diverse assets and large
fleets, and who seek to enhance customer service, improve the
safety of their drivers and vehicles, and lower business costs.
All amounts in Canadian dollars (CAD$) unless otherwise noted.
Neither the TSX, the TSX Venture Exchange nor their Regulation
Services Provider (as that term is defined in policies of the TSX
Venture Exchange) accepts responsibility for the adequacy or
accuracy of this release. No stock exchange, securities
commission or other regulatory authority has approved or
disapproved the information contained herein.
SOURCE BSM Technologies Inc.