Toronto, ON – May 23, 2019 – BSM Technologies Inc. (TSX:GPS) (“BSM” or the “Corporation“), a leading provider of Internet of Things (IoT) enabled telematics and asset management solutions, is pleased to announce the results of its special meeting (the “Meeting“) of shareholders of BSM (“Shareholders“) held earlier today to approve the Arrangement (as defined below).
The purpose of the Meeting was to consider and vote upon a special resolution of Shareholders (the “Transaction Resolution“) approving the transactions contemplated in the arrangement agreement dated April 7, 2019, (the “Arrangement Agreement“) among BSM, Geotab Inc. (“Geotab“) and 2689285 Ontario Inc. (“Geotab Subco“), a wholly-owned subsidiary of Geotab, pursuant to which, among other things, Geotab Subco will acquire all of the issued and outstanding common shares of BSM not already owned by Geotab by way of a court-approved plan of arrangement (the “Arrangement“).
A total of 55,324,437 common shares of BSM (“Shares“) were present in person or represented by proxy at the Meeting, representing approximately 68.69% of the issued and outstanding Shares.
Approval of the Arrangement
For the Arrangement to proceed, the Transaction Resolution required the approval of (i) a majority of at least two-thirds (66⅔%) of the votes cast at the Meeting, either by Shareholders attending in person or voting by proxy; and (ii) a simple majority (50%) of the votes cast at the Meeting, either by Shareholders attending in person or voting by proxy, excluding any votes cast by Mr. Louis De Jong. See below for a summary of the voting on the Transaction Resolution.
- Two-Thirds Vote
- Majority of Majority Vote (Excluding Mr. De Jong)
A report of voting results describing the matter voted upon at the Meeting has been filed on SEDAR (www.sedar.com) under BSM’s issuer profile.
Having obtained the requisite approval of the Transaction Resolution at the Meeting, the hearing date for the application for the final order of the Ontario Superior Court of Justice (Commercial List) (the “Final Order“) is scheduled for May 28, 2019. The Arrangement is anticipated to become effective on or about May 31, 2019, subject to the approval of the TSX and the receipt of the Final Order, as well as the satisfaction or waiver of other customary closing conditions.
About BSM Technologies
With more than 20 years of experience, BSM Technologies Inc., through its subsidiaries and affiliates, is a leading provider of Internet of Things (IoT) enabled telematics and asset management solutions. Focused on the Government, Service, Rail and Construction markets, BSM provides the technology, tools and services required to connect, analyze and optimize fleets, equipment and people – empowering data- driven operational decision-making. BSM illuminate, BSM’s software platform, enables companies to leverage data insights, analytics and optimization tools for competitive advantage.
Cautionary Note Regarding Forward-Looking Information
This news release contains “forward-looking information” and “forward-looking statements” (collectively, “forward-looking statements“) within the meaning of the applicable Canadian, U.S. and other securities legislation. All statements, other than statements of historical fact, are forward-looking statements and are based on expectations, estimates and projections as at the date of this news release. Any statement that involves discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as “expects”, or “does not expect”, “is expected”, “anticipates” or “does not anticipate”, “plans”, “budget”, “scheduled”, “forecasts”, “estimates”, “believes” or “intends” or variations of such words and phrases or stating that certain actions, events or results “may” or “could”, “would”, “might” or “will” be taken to occur or be achieved) are not statements of historical fact and may be forward-looking statements. In this news release, forward-looking statements relate, among other things, to: the timing and receipt of the required court, stock exchange and other regulatory approvals for the Arrangement; the timing and ability of BSM and Geotab to satisfy the conditions precedent to completing the Arrangement; and the closing of the Arrangement.
These forward-looking statements are based on reasonable assumptions and estimates of management of BSM, as the case may be, at the time such statements were made. Actual future results may differ materially as forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of BSM, as the case may be, to materially differ from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors, among other things, include: satisfaction or waiver of all applicable conditions to closing of the Arrangement (including receipt of all necessary court, stock exchange and regulatory approvals or consents and the absence of material changes with respect to the parties and their respective businesses, all as more particularly set forth in the Arrangement Agreement; adverse changes in general economic or market conditions or changes in political conditions or federal, provincial or state laws and regulations; the ability of the parties to satisfy all of the conditions precedent in order to consummate the Arrangement (including receipt of all necessary stock exchange, regulatory approvals or consents); and changes in national and local government, legislation, taxation, controls, regulations and political or economic developments. In addition, the failure of BSM to comply with the terms of the Arrangement Agreement may result in BSM being required to pay a termination fee to Geotab, the result of which could have a material adverse effect on BSM’s financial position and future performance. Although the forward-looking statements contained in this news release are based upon what management of BSM, as the case may be, believes, or believed at the time, to be reasonable assumptions, BSM, as the case may be, cannot assure Shareholders that actual results will be consistent with such forward-looking statements, as there may be other factors that cause results not to be as anticipated, estimated or intended.
Any forward-looking statement speaks only at the date on which it is made. Readers should not place undue reliance on the forward‐looking statements and information contained in this news release. Except as required by law, BSM assumes no obligation to update the forward‐looking statements of beliefs, opinions, projections, or other factors, should they change, except as required by law. New factors emerge from time to time, and it is not possible to predict all of them; nor can BSM assess the impact of each such factor or the extent to which any factor, or combination of factors, may cause results to differ materially from those contained in any forward-looking statement.
The Toronto Stock Exchange has not reviewed and does not accept responsibility for the adequacy or accuracy of this release.
SOURCE BSM Technologies Inc.
For further information: For inquiries, please contact: Louis De Jong, President & CEO, BSM Technologies Inc., (416) 675-1201, email@example.com; Craig MacPhail, Investor Relations, NATIONAL Capital Markets, (416) 586-1938, firstname.lastname@example.org