TORONTO and VANCOUVER, Sept. 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,
are pleased to announce that Webtech Wireless has been granted the
final court order from the Supreme Court of British Columbia approving the plan of
arrangement under the Business Corporations Act
(British Columbia) (the
"Arrangement"), pursuant to which and subject to the terms of the
Arrangement Agreement dated July 30,
2015, between BSM and Webtech Wireless, BSM will acquire all
of the issued and outstanding common shares of Webtech Wireless
("Webtech Wireless Shares"). Receipt of the final order follows
approval of the Arrangement by shareholders of BSM and Webtech
Wireless at their respective shareholders' meetings held on
September 23, 2015.
Pursuant to the Arrangement, holders of Webtech Wireless Shares
will receive $0.52 in cash plus 2.136
BSM common shares ("BSM Shares") for each Webtech Wireless Share
held (the "Exchange Ratio"). In addition, each outstanding option
to acquire Webtech Wireless Shares will be exchanged for a
replacement option exercisable for BSM Shares, with the number and
price of such options to be adjusted by the Exchange Ratio.
In addition to the receipt of the final order, the Arrangement
is subject to satisfaction of other closing conditions customary in
a transaction of this nature. Subject to receipt of all necessary
approvals and satisfaction of all terms and conditions, it is
currently expected that the Arrangement will become effective on or
about September 30, 2015.
Full details of the Arrangement and certain other matters can be
found in the joint management information circular (the "Joint
Circular") of BSM and Webtech Wireless dated August 19, 2015. 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 is also
available under the issuer profile of each of BSM and Webtech
Wireless on SEDAR at www.sedar.com.
A Letter of Transmittal was sent to each registered holder of
Webtech Wireless Shares together with the Joint Circular. It
contains instructions for obtaining delivery of a share certificate
or a Direct Registration System Advice evidencing ownership of BSM
Shares which such registered holder of Webtech Wireless Shares is
entitled to receive upon the Arrangement becoming effective. For
further details, see the Joint Circular.
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, satisfaction of the
terms and conditions of the Arrangement and anticipated completion
of the Arrangement, and the timing and possible outcome of
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 ability of the parties
to receive, in a timely manner and on satisfactory terms, the
necessary stock exchange and regulatory approvals and the ability
of the parties to satisfy in a timely manner, the conditions to the
closing of the Arrangement. Management believes that these
assumptions are reasonable; however, some risks include, but are
not limited to, non-completion of the Arrangement, including due to
the parties failing to receive, in a timely manner and on
satisfactory terms, the necessary stock exchange and regulatory
approvals or the inability of the parties to satisfy in a timely
manner the other conditions to the closing of the Arrangement.
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,
webbased 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.