Merger Update: BSM and Webtech Wireless File Joint Circular in connection with Special Meetings to Approve MergerWednesday, August 26, 2015
Vancouver, BC, August 26, 2015--(T-Net)--BSM Technologies Inc. (TSX-V:GPS.V), a leading provider of remote monitoring, fleet management, and fleet diagnostics systems, and Webtech Wireless Inc. (TSX:WEW.TO), 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) onSeptember 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.
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.
The Board of Directors of BSM and the Board of Directors of Webtech Wireless UNANIMOUSLY recommended that BSM shareholders and Webtech Wireless shareholders, respectively, vote IN FAVOUR of the matters to be voted on at the special meetings of shareholders
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.
BSM Technologies, Aly Rahemtulla, President & Chief Executive Officer, BSM Technologies Inc., (416) 675-1201, email@example.com; Conrad Seguin, NATIONAL Equicom, (416) 815-0700 ext. 251, firstname.lastname@example.org;
Webtech Wireless, Andrew Gutman, Chairman & Chief Executive Officer, Webtech Wireless Inc., (604) 434-7337, email@example.com; Trevor Greene, Chief Financial Officer, Webtech Wireless Inc., (604) 628-5195, firstname.lastname@example.org
Burnaby, BC (Wireless)
BSM Technologies Ltd.
Copyright © T-NET. All Rights Reserved. | http://www.bctechnology.com
buy viagra pill online
cheap viagra india
cheap herbal viagra
cheap pill viagra
buy levitra viagra online
buy viagra cialis levitra
cheap pharmaceutical viagra
buy viagra online and get prescription
buy viagra online online pharmacy
buy say viagra
buy line viagra
buy female viagra
buy line viagra where
cialis overnight shipping
purchase viagra online
buy generic viagra usa