WebTech Wireless and Grey Island International Amend Previously Announced Plan of Arrangement
02 September 2009 - 10:47PM
Marketwired
WebTech Wireless Inc. (TSX: WEW) ("WebTech Wireless") and Grey
Island Systems International Inc. (TSX VENTURE: GIS) ("Grey
Island") announce that they have mutually agreed to amend certain
terms of their definitive agreement dated August 6, 2009, which
provides for the acquisition by WebTech Wireless of 100% of the
issued and outstanding shares of Grey Island pursuant to a
court-approved plan of arrangement.
The amendments to the definitive agreement reflect:
- An increase in the exchange ratio from 0.30 WebTech Wireless
shares for each Grey Island share, to 0.35 WebTech Wireless shares
for each Grey Island share - a premium of 16.7% to the original
ratio.
- A doubling of the break fee to $720,000.
- Elimination of Grey Island's right to terminate the agreement
based on WebTech Wireless' volume-weighted average share price
falling below a specified threshold.
- Additional support agreements to be provided by members of the
Grey Island board.
Commenting on the amendments, Anwar Sukkarie, President &
Chief Executive Officer of WebTech Wireless, said, "We believe this
revised price is fair and reflective of the long-term value of Grey
Island. Putting this matter behind us will allow management to
focus on the integration of the two companies and on maximizing the
benefits of this transaction for our shareholders, customers and
employees."
Owen Moore, President of Grey Island, said, "Our board and
management believe we have enhanced value for our shareholders and
we look forward to working with Anwar and his team towards a
successful close and building a successful combined company."
Grey Island will be scheduling its annual and special meeting
for mid-October to approve the plan of arrangement.
About WebTech Wireless Inc.
WebTech Wireless Inc. (TSX: WEW) is a global telematics and
location-based services provider that develops, manufactures and
delivers end-to-end wireless solutions designed to improve the
productivity, profitability and safety of vehicle fleets. WebTech
Wireless products and services run on GPS and cellular networks and
provide Automatic Vehicle Location, Mapping, Reporting, Vehicle
Diagnostics, Driver Status, In-vehicle Telemetry and Navigation and
Messaging. The Company delivers products and services in over
forty-one countries to a variety of small, medium and Fortune 500
companies, with a particular focus on the transport, service
delivery, government and automotive markets. For more information,
please visit www.webtechwireless.com.
About Grey Island Systems International Inc.
Grey Island Systems International Inc. (TSX VENTURE: GIS),
through its subsidiaries NextBus Inc. in Alameda, California,
InterFleet, Inc. in New York, New York and Grey Island Systems in
Toronto, Canada, is a leading provider of custom real-time GPS/AVL,
security and Telematics solutions as well as real-time passenger
information systems to government and related fleets. To find out
more about our products and services, visit our websites at
www.interfleet.com or www.nextbus.com.
Forward-looking Statements
This press release contains "forward-looking statements" within
the meaning of applicable Canadian and United States securities
laws. Generally, forward-looking statements can be identified by
the use of the forward-looking terminology such as "plans",
"expects" or "does not expect", "is expected", "budget",
"scheduled", "estimates", "forecasts", "intends", "anticipates" or
"does not anticipate", or "believes", or variations of such words
and phrases or state that certain actions, events or results "may",
"could", "would", "might" or "will be taken", "occur" or "be
achieved". Assumptions upon which such forward-looking statements
are based include that WebTech Wireless and Grey Island will be
able to satisfy the conditions in the definitive agreement, that no
materially adverse facts or circumstances will be identified, that
the required approvals will be obtained from the shareholders of
Grey Island, that all third party regulatory and governmental
approvals to the Transaction will be obtained and all other
conditions to the completion of the Transaction will be satisfied
or waived. Many of these assumptions are based on factors and
events that are not within the control of WebTech Wireless and Grey
Island and there is no assurance they will prove to be correct.
Forward-looking statements are subject to known and unknown risks,
uncertainties and other factors that may cause the actual results,
performance or achievements of WebTech Wireless and Grey Island to
be materially different from those expressed or implied by such
forward-looking statements, including but not limited to: risks
related to product plans, timing, content, and pricing of products,
market and industry expectations, the wireless communications
industry, the mobile fleet industry, and general economic and
political conditions, as well as those factors discussed in the
section entitled "Description of the Business - Risk Factors" in
WebTech Wireless' annual information form for the year ended
December 31, 2008 and although WebTech Wireless and Grey Island
have attempted to identify important factors that could cause
actual results to differ materially from those contained in
forward-looking statements, there may be other factors that cause
results not be as anticipated, estimated or intended. There can be
no assurance that such statements will prove to be accurate, as
actual results and future events could differ materially from those
anticipated in such statements. Accordingly, readers should not
place undue reliance on forward-looking statements. WebTech
Wireless and Grey Island do not undertake to update any
forward-looking statements that are incorporated by reference
herein, except in accordance with applicable securities laws.
The Toronto Stock Exchange does not accept responsibility for
the adequacy or accuracy of this release.
All trademarks and brands mentioned in this release are the
property of their respective owners.
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.
Contacts: WebTech Wireless Inc. Scott Edmonds CFO 604.419.8135
sedmonds@webtechwireless.com Investor Relations Contact: WebTech
Wireless Inc. R. Joe Dhami +1 877.811.4518 ext. 462
ir@webtechwireless.com www.webtechwireless.com Grey Island Systems
International Inc. Owen Moore President and Co-Founder 416.348.9991
owenm@interfleet.com www.greyisland.com
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