Toronto, ON – April 25, 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 that it has filed a management information circular (the “Information Circular“) and related proxy materials in advance of the special meeting (the “BSM Meeting“) of shareholders of BSM (“BSM Shareholders“) to be held on May 23, 2019, to, among other things, obtain BSM Shareholder approval of the Arrangement (as defined below). The Information Circular is now in the process of being mailed to BSM Shareholders to provide them with information about the proposed Arrangement.

A copy of the Information Circular and related proxy materials are available on SEDAR (www.sedar.com) under BSM’s issuer profile.

The Interim Order

The Corporation is also pleased to announce that it has obtained an interim order from the Ontario Superior Court of Justice (Commercial List) dated April 23, 2019, with respect to its previously-announced arrangement with 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“). The interim order, among other things, authorizes BSM to call and hold the BSM Meeting to approve the Arrangement.

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 obtaining BSM Shareholder approval of the Arrangement at the BSM Meeting and the Final Order, as well as the satisfaction or waiver of other customary closing conditions.

The BSM Meeting

The BSM Meeting is scheduled to be held on Thursday, May 23, 2019, at 9:30 a.m. (Toronto time), at the offices of Bennett Jones LLP, Suite 3400, One First Canadian Place, Toronto, Ontario, M4X 1A5, Canada.

To become effective, the Arrangement must be approved at the BSM Meeting by (i) at least two-thirds (66⅔%) of the votes cast by BSM Shareholders on the resolution approving the Arrangement, present in person or by proxy, and (ii) a majority (50%) of the votes cast by BSM Shareholders on the resolution approving the Arrangement, present in person or by proxy, excluding any votes cast by Mr. Louis De Jong. For this purpose, BSM Shareholders who own or control, directly or indirectly, approximately 23% of the outstanding BSM Shares have entered into a voting support agreement with Geotab and/or Geotab Subco to, among other things, vote their BSM Shares in favour of the Arrangement, subject to the provisions thereof.

Your vote is important regardless of the number of shares you own. The Corporation encourages BSM Shareholders to read the meeting materials in detail. A copy of the Information Circular and related proxy materials are available on SEDAR (www.sedar.com) under BSM’s issuer profile.

* YOUR VOTE IS IMPORTANT *

The Board of Directors of BSM UNANIMOUSLY recommend that BSM Shareholders vote IN FAVOUR of the Arrangement

Reasons and Benefits of the Arrangement

  • Premium to Share Price
    • The consideration to be received by BSM Shareholders under the Arrangement of CDN $1.40 in cash for each common share of BSM (each, a “BSM Share“) held represents a premium of approximately 41%, 58%, and 77% to the closing price, 20-day volume weighted average price (“VWAP“), and 60-day VWAP, respectively, of the BSM Shares on the Toronto Stock Exchange as of close of markets on April 5, 2019, being the last trading day prior to the announcement of the Arrangement.
  • Certain Value and Immediate Liquidity
    • The Arrangement provides BSM Shareholders with cash consideration for all BSM Shares held, which provides BSM Shareholders with an opportunity to realize certain value from their BSM Shares.
  • Significant Shareholder Support
    • BSM Shareholders who together hold approximately 18,544,379 BSM Shares or approximately 23% of the outstanding BSM Shares, have entered into a voting support agreement with Geotab pursuant to which they have, subject to the terms and conditions of such agreements, agreed to vote all of their BSM Shares in favour of the special resolution approving the Arrangement and against any competing proposal.
  • Limited Number of Conditions
    • Geotab’s obligation to complete the Arrangement is subject to a limited number of conditions that the board of directors of BSM (the “BSM Board“) believes are reasonable in the circumstances. The aggregate consideration payable pursuant to the Arrangement is fully financed, and the Arrangement is not conditional upon Geotab completing further due diligence or obtaining any regulatory approval (other than approval of the Toronto Stock Exchange).
  • Fairness Opinion
    • The BSM Board received a fairness opinion from TD Securities to the effect that, as at April 7, 2019, and subject to the assumptions, limitations and qualifications set out therein, the consideration to be received by BSM Shareholders pursuant to the Arrangement is fair, from a financial point of view, to BSM Shareholders.
  • Review of Strategic Alternatives
    • Prior to entering into the Arrangement, the BSM Board regularly evaluated business and strategic opportunities with the objective of maximizing shareholder value. The BSM Board, with the assistance of legal and financial advisors, assessed the advantages, disadvantages and risks associated with alternatives reasonably available to BSM, including its current business plan, and determined that the Arrangement represents the best current prospect for maximizing value to BSM Shareholders.
  • Other Factors
    • The BSM Board also considered the Arrangement with reference to the financial condition and results of operations of BSM, as well as its prospects, strategic alternatives and competitive position, including the risks involved in achieving those prospects and following those alternatives in light of current market conditions and BSM’s financial position.

How to Vote

Due to essence of time, BSM Shareholders are encouraged to vote using the internet, telephone or facsimile.

Registered shareholders of BSM may vote by:

  • proxy returned using any of the following methods

Internet

www.investorvote.com (enter your 15-digit control number to vote)

Telephone

1-866-732-8683 (enter your 15-digit control number to vote)

Facsimile

1-866-249-7775 (complete, sign and fax both sides of the form of proxy)

Mail

Computershare Investor Services Inc., Toronto Office, Proxy Department, at 100 University Avenue, 8th Floor, Toronto, Ontario, Canada, M5J 2Y1

  • attending the BSM Meeting in person

Non-registered BSM Shareholders

BSM Shareholders who hold BSM Shares through a bank or other intermediary will have different voting instructions and should carefully follow the voting instructions provided to them. In most cases, non-registered shareholders will receive a voting instruction form as part of the meeting materials. Non-registered shareholders are encouraged to complete, sign and return the voting instruction form in accordance with the instructions on the form. In addition, certain non-registered BSM Shareholders may be contacted by Shorecrest, BSM’s proxy solicitation agent, to obtain votes directly over the phone.

Shareholder Questions

For shareholder inquiries regarding the Arrangement, please contact Shorecrest or BSM’s Corporate Secretary:

Shorecrest

By Telephone: 1-888-637-5789 for toll-free

By Telephone: (647) 931-7454 for collect calls

By Email: contact@shorecrestgroup.com

BSM’s Corporate Secretary

By Telephone: (416) 675-1201

By Facsimile: (416) 679-8992

By Email: legal@bsmtechnologies.com

 

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.

For more information, please visit http://www.bsmtechnologies.com. The Toronto Stock Exchange has neither approved nor disapproved of the information contained in this news release.

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 anticipated benefits of the Arrangement to BSM and BSM Shareholders; the timing and receipt of the required shareholder, 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; the anticipated timing for mailing, and receipt of, the Information Circular in respect of the matters to be considered by BSM Shareholders at the BSM Meeting, in respect of 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 shareholder, 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 dated April 7, 2019, among BSM, Geotab and Geotab Subco); 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 BSM Shareholder approval for the Arrangement); 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 dated April 7, 2019, among BSM, Geotab and Geotab Subco 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 BSM 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.

For inquiries, please contact:  

Louis De Jong

Craig MacPhail

President & CEO

Investor Relations

BSM Technologies Inc.

NATIONAL Capital Markets

(416) 675-1201

(416) 586-1938

louis.dejong@bsmtechnologies.com

cmacphail@national.ca