Toronto, ON, and Vancouver, BC, September 25, 2015 – BSM Technologies Inc. (“BSM”) (TSX-V:GPS), a leading provider of remote monitoring, fleet management, and fleet diagnostics systems, and Webtech Wireless Inc. (“Webtech Wireless”) (TSX:WEW), a leading provider of GPS fleet management solutions, are pleased to announce that Webtech Wireless has been granted the final court order from the Supreme Court of British Columbia approving the plan of arrangement under the Business Corporations Act (British Columbia) (the "Arrangement"), pursuant to which and subject to the terms of the Arrangement Agreement dated July 30, 2015, between BSM and Webtech Wireless, BSM will acquire all of the issued and outstanding common shares of Webtech Wireless (“Webtech Wireless Shares”). Receipt of the final order follows approval of the Arrangement by shareholders of BSM and Webtech Wireless at their respective shareholders’ meetings held on September 23, 2015.
Pursuant to the Arrangement, holders of Webtech Wireless Shares will receive $0.52 in cash plus 2.136 BSM common shares (“BSM Shares”) for each Webtech Wireless Share held (the “Exchange Ratio”). In addition, each outstanding option to acquire Webtech Wireless Shares will be exchanged for a replacement option exercisable for BSM Shares, with the number and price of such options to be adjusted by the Exchange Ratio.
In addition to the receipt of the final order, the Arrangement is subject to satisfaction of other closing conditions customary in a transaction of this nature. Subject to receipt of all necessary approvals and satisfaction of all terms and conditions, it is currently expected that the Arrangement will become effective 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 on Webtech Wireless’ website at www.webtechwireless.com. It is also available under the issuer profile of each of BSM and Webtech Wireless on SEDAR at www.sedar.com.
A Letter of Transmittal was sent to each registered holder of Webtech Wireless Shares together with the Joint Circular. It contains instructions for obtaining delivery of a share certificate or a Direct Registration System Advice evidencing ownership of BSM Shares which such registered holder of Webtech Wireless Shares is entitled to receive upon the Arrangement becoming effective. For further details, see the Joint Circular.
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, satisfaction of the terms and conditions of the Arrangement and anticipated completion 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 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. 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 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. 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 Webtech Wireless’ annual information form 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 and Webtech Wireless do 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.
About Webtech Wireless® (www.webtechwireless.com)
Webtech Wireless is a leader in providing fleet management telematics, GPS and automatic vehicle location (AVL) solutions that improve efficiency, accountability and reduce costs. Webtech Wireless’ end-to-end solutions automate record keeping and regulatory compliance, reduce fuel burn and idling, mitigate risk, and keep drivers safe. Customers trust Webtech Wireless to ensure people are accountable and vehicles are visible, through the cloud, in the office, or straight to mobile devices. Webtech Wireless’ Webtech Fleet Center™ software solution, and Webtech Wireless’ supporting product suite, including Webtech Driver Center™ and Webtech 511®, provides advanced fleet management capabilities for winter maintenance, public works and waste management fleets within government markets; and fleet performance, driver behavior, Hours of Service (HOS), and Electronic Logging Device (ELD) technology for commercial fleet operations and compliance. Please visit www.webtechwireless.com.
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.
For more information please contact:
President & Chief Executive Officer
BSM Technologies Inc.
Chairman & Chief Executive Officer
Webtech Wireless Inc.