Toronto, ON May 15,2014 – BSM Technologies Inc. (“BSM” or the “Company”) (TSX-V: GPS), a leading provider of remote monitoring, fleet management, fleet diagnostics and automated vehicle security systems. ,today announced that its wholly-owned subsidiary, BSM Technologies U.S. Holdings, Inc.,has entered into a definitive purchase agreement to acquire 100% of the membership interests of privately held Lat-Lon, L.L.C. (“Lat-Lon”), a Colorado limited liability company (the “Lat-Lon Acquisition”). The Lat-Lon Acquisition is expected to close on May 30, 2014, subject to customary closing conditions. All amounts are in United States dollars unless otherwise stated.
The Company also announced today that BSM AcquirorCo, LLC, an indirect wholly-owned subsidiary, has acquired 100% of the membership interests of privately held JMM Management Group LLCd/b/a JMM Global (“JMM”), an Illinois limited liability company (the “JMM Acquisition”, and together with the Lat-Lon Acquisition, the “Acquisitions”).
Founded in 1999, Lat-Lon provides wireless GPS tracking and monitoring solutions for mobile assets with a specific focus on the rail market. Lat-Lon’s key products include a locomotive monitoring unit (LMU) and a solar-powered GPS monitoring system (STU) for railcars and trailers that allows fleet managers to know the condition and location of their assets at any given time. Lat-Lon has built a broad customer base including Consolidated Rail Corporation (Conrail), Union Pacific Railroad and ABB, Ltd. and currently has approximately 9,000 active units in the field.
“The acquisition of Lat-Lon will significantly expand BSM’s product offering within the rail vertical by adding rail car and locomotive solutions to our current high-rail product offering,” said Aly Rahemtulla, BSM President & CEO. “Through Lat-Lon, we acquire a strong product portfolio and access to an impressive customer base, positioning BSM as a clear leader within the rail vertical.”
Illinois-based JMM is a leading provider of storage tank management and regulatory compliance solutions. JMM’s key offering is a software solution that assists clients in monitoring their storage tanks while managing compliance requirements associated with these assets. Founded in 2002, JMM has a high-quality customer list, including The Hertz Corporation and Waste Management National Services, Inc.
Mr. Rahemtulla commented on the JMM acquisition: “While fixed asset monitoring is a small portion of our business today, we recognize the significant synergies that exist between both stationary and mobile assets for the enterprise customer. We believe the fixed asset market remains underpenetrated and presents a significant growth opportunity for BSM. JMM brings a complementary compliance focus, a high-quality customer base and skilled team – a great platform from which to grow our tank monitoring business and become a bigger player in the fixed asset segment of the market.”
Cumulative consideration for the Acquisitions includes $8,125,000 incash on closing, plus certain working capital adjustments. Further deferred contingent consideration of $7,000,000 in cash and $1,500,000 in common shares of BSM (“Common Shares”) is subject to the attainment of annual revenue targets of $10,700,000 and EBITDA targets of $2,450,000. In connection with the Acquisitions, the Company shall issue 699,575 Common Shares at a price of CDN$2.35 per Common Share on or before May 30, 2014 and such Common Shares shall be placed in escrow, pursuant to the terms of an escrow agreement, pending attainment of the above-noted revenue and EBITDA targets.
Additional details with respect to the Lat-Lon Acquisition will be provided in future press releases, which will also be available under BSM’s profile on SEDAR at www.sedar.com
About BSM Technologies Inc. (bsmwireless.com) BSM Technologies Inc., through its subsidiaries, is a leading provider of remote monitoring, fleet tracking, fleet maintenance and a business intelligence 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. Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the 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 visit http://www.bsmwireless.com
Cautionary Note Regarding Forward-Looking Statements This news release contains forward looking information. Such forward-looking information is 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. These forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business. Management believes that these assumptions are reasonable. 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 the Company’s annual information form 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 law, BSM does not undertake any obligation to update forward-looking information even if circumstances or management’s estimates or opinions should change. Readers should not place undue reliance on forward-looking information.