TORONTO and VANCOUVER, Aug. 25,
2015 /CNW/ - 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, today announced that they have each filed a joint
management information circular (the "Joint Circular") and related
proxy materials with Canadian securities regulators, and have
mailed these materials to their respective shareholders, in advance
of their respective special meetings of shareholders. On
July 30, 2015, BSM and Webtech
Wireless entered into an agreement providing for a "merger of
equals" type transaction of the two companies by way of a statutory
plan of arrangement, to create a leading telematics company
positioned for growth. The combination is expected to create a
global top 20 commercial fleet telematics provider with 155,000
subscribers, focused on the rail, government, construction,
trucking, and service verticals. The transaction is structured as a
merger of equals whereby existing BSM and Webtech Wireless
shareholders will own approximately 51% and 49% of the combined
company, respectively, allowing both companies' shareholders to
share in the significant anticipated synergies and enhanced growth
opportunities resulting from the combination. Expected operational
and financial synergies are anticipated to result in near-term
annualized cost savings of $1.5
million, with additional expected annualized cost synergies
of $2.5 million to $3.5 million as
the companies complete the integration process during the 12 to 18
months post-closing.
BSM Special Meeting
The special meeting of
shareholders of BSM is scheduled to be held at 1:00 p.m. (Toronto time) on September 23, 2015 at the offices of Cassels Brock & Blackwell LLP, 2100 Scotia
Plaza, 40 King Street West, Toronto,
Ontario, M5H 3C2.
Webtech Wireless Special Meeting
The special meeting
of shareholders of Webtech Wireless is scheduled to be held at
10:00 a.m. (Vancouver time) on September 23, 2015 at the offices of Blake,
Cassels & Graydon LLP, Suite 2600, 595 Burrard Street, Three
Bentall Centre, Vancouver, British
Columbia, V7X 1L3.
Your vote is important regardless of the number of shares you
own. BSM and Webtech Wireless encourage shareholders to read the
meeting materials in detail. 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 will also be available
under the issuer profile of each company on SEDAR at
www.sedar.com.
YOUR VOTE IS IMPORTANT – PLEASE VOTE
TODAY
The Board of Directors of BSM and the Board of
Directors of Webtech Wireless UNANIMOUSLY recommend that BSM
shareholders and Webtech Wireless shareholders, respectively, vote
IN FAVOUR of the matters to be voted on at the special meetings of
shareholders
How to Vote
Due to timing considerations,
shareholders are encouraged to vote today using the internet,
telephone or facsimile, all as more particularly described
below.
Registered shareholders of BSM and Webtech Wireless
Registered shareholders may vote by:
- Internet: www.investorvote.com
- Telephone: 1-866-732-8683
- Facsimile: 1-866-249-7775
- Mail: Computershare Investor Services Inc., 100
University Avenue, 8th Floor, Toronto,
Ontario M5J 2Y1
- Attending the meeting in person
Non-registered shareholders of BSM and Webtech
Wireless
Shareholders who hold shares of BSM or Webtech Wireless 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 provided on the form.
In addition, certain non-registered shareholders of BSM may be
contacted by Kingsdale Shareholder Services, BSM's proxy
solicitation agent, to obtain votes directly over the phone
utilizing the Broadridge QuickVote™ service and certain
non-registered shareholders of Webtech Wireless may be contacted by
Laurel Hill Advisory Group, Webtech Wireless' proxy solicitation
agent, to obtain votes directly over the phone utilizing the
Broadridge QuickVote™ service.
Shareholders Questions
Shareholders who have questions regarding the transaction or
require assistance with voting may contact the applicable proxy
solicitation agents as set forth below.
For Shareholders of BSM – Kingsdale Shareholder
Services
By telephone (North American Toll Free) at:
1-877-659-1818
By telephone (Collect Outside North America) at: 1-416-867-2272
By email at: contactus@kingsdaleshareholder.com
For Shareholders of Webtech – Laurel Hill Advisory
Group
By telephone (North American Toll Free) at:
1-877-452-7184
By telephone (Collect Outside North America) at: 1-416-304-0211
By email at: assistance@laurelhill.com
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, statements with respect to the potential completion and
timing of the proposed transaction, the future financial or
operating performance of the combined company and their respective
verticals, statements regarding synergies and financial impact of
the proposed transaction, the terms and conditions of the proposed
transaction, the benefits of the proposed transaction and the
timing and possible outcome of shareholder and 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 direction of our business and include, but
are not limited to, efficiently and successfully completing a
network operating centre consolidation, efficiently and
successfully completing a hardware and software consolidation,
receiving increased volume discounts from suppliers and efficiently
and successfully realizing operational efficiencies. Management
believes that these assumptions are reasonable; however, some risks
include, but are not limited to, the failure to efficiently or
successfully complete network centre consolidation, the failure to
efficiently or successfully complete hardware and software
consolidation, the failure to realize or receive increased volume
discounts from suppliers and the failure to efficiently or
successfully achieve the expected operational efficiencies. If any
of the assumptions underlying the expected synergies prove to be
incorrect, then the net income of the resulting company will not
increase by the amount of such shortfall. BSM Technologies and
Webtech Wireless have provided the anticipated financial,
operational and cost synergies in this press release to assist
shareholders in their understanding of the Proposed Transaction.
Readers are cautioned that this information may not be appropriate
for any other purposes. 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.
SOURCE BSM Technologies Inc.