Toronto, ON, and Vancouver, BC, October 1, 2015 – 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 the successful completion of the previously announced “merger of equals” type of transaction of the two companies pursuant to a plan of arrangement under the Business Corporations Act (British Columbia) (the “Arrangement”), whereby BSM has acquired all of the issued and outstanding common shares of Webtech Wireless (“Webtech Wireless Shares”).
“We believe we are now a strong leader in the telematics space as a result of this merger,” said Aly Rahemtulla, President and CEO of BSM. “By bringing together two prominent North American entities, we are aiming to create a force in telematics that will see us increase our subscriber count, accelerate revenue growth and significantly enhance our profitability. The strength of our rail and construction verticals combined with Webtech Wireless’ leading position in the government vertical will create a bigger and better organization.”
Shareholders of Webtech Wireless approved the Arrangement on September 23, 2015, while shareholders of BSM approved the issuance of the shares pursuant to the Arrangement on the same date, and the Supreme Court of British Columbia issued the final order approving the Arrangement on September 25, 2015.
The merger of equals is expected to nearly double the stand-alone revenue of either company and significantly enhance the profitability of each business. The combined company will have total revenue of $58 million, of which $37 million is recurring service revenue, and Adjusted EBITDA of $4.75 million, all on a trailing 12-month basis prior to anticipated synergies. 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.
Pursuant to the Arrangement and effective upon closing of the Arrangement, the directors of BSM are: (i) Mr. Frank Maw; (ii) Mr. Pierre Belanger; (iii) Mr. Aly Rahemtulla; (iv) Mr. Leonard Metcalfe; (v) Mr. John Gildner; and (vi) Mr. Andrew Gutman. Mr. Gutman, Mr. Metcalfe and Mr. Gildner were previously directors of Webtech Wireless. Joining the current BSM senior executive team from Webtech Wireless is Larry Juba as the Chief Operating Officer.
“This past year has been transformational for Webtech Wireless,” said Andrew Gutman, Chairman of the Board of BSM. “We reached our goal of improved top-line growth and a return to profitability. With this merger we now begin a new chapter for our company. We expect the combination of BSM and Webtech Wireless will create a company that will increase scale, strengthen our competitive position, and capture a larger North American market share.”
Pursuant to the Arrangement, Webtech Wireless has become a wholly-owned subsidiary of BSM and all of the issued and outstanding Webtech Wireless Shares were transferred to BSM in consideration for the issuance by BSM of $0.52 in cash plus 2.136 BSM common shares (“BSM Shares”) for each Webtech Wireless Share (the “Exchange Ratio”). In addition, each outstanding option to acquire Webtech Wireless Shares was exchanged for a replacement option exercisable for BSM Shares, with the number and price adjusted by the Exchange Ratio. Pursuant to the Arrangement, an aggregate of 43,180,516 BSM Shares have been issued to former holders of Webtech Wireless Shares, and an aggregate of 1,636,069 BSM Shares are reserved for issuance pursuant to the exercise of the replacement options. Following the Arrangement, BSM has 89,855,602 BSM Shares outstanding, with BSM shareholders owning approximately 51% of the BSM Shares and former Webtech Wireless shareholders owning approximately 49% of the BSM Shares (excluding BSM Shares that are held in escrow).
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 company 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 Direct Registration System Advice or physical share certificate evidencing ownership of BSM Shares and a cheque representing the cash consideration which such registered holder of Webtech Wireless Shares is entitled to receive upon the Arrangement becoming effective. The Letter of Transmittal is also available under the issuer profile of Webtech Wireless on SEDAR at www.sedar.com. For further details, see the Joint Circular.
BSM is also pleased to announce that it has received conditional approval from the Toronto Stock Exchange (“TSX”) to graduate from the TSX Venture Exchange and list the BSM Shares on the TSX.
Final approval of the listing of the BSM Shares on the TSX is subject to BSM meeting certain standard requirements of the TSX. BSM expects to satisfy all of the necessary conditions and will make a further announcement once the TSX has issued a bulletin confirming the date on which trading of the BSM Shares on the TSX will occur. Upon its listing on the TSX, the BSM Shares will continue to trade under the symbol “GPS”. In connection with the listing on the TSX, the BSM Shares will be delisted from the TSX Venture Exchange, such delisting to be effective as of the date such securities commence trading on the TSX.
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 future financial or operating performance of the combined organization and their respective verticals, statements regarding synergies and financial impact of the Arrangement, the benefits of the Arrangement and the timing and possible outcome of regulatory matters, including BSM’s application to graduate to the TSX. 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, 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, non-completion of BSM’s application to graduate to the TSX, including due to the parties failing to receive, in a timely manner and on satisfactory terms, the necessary stock exchange and regulatory approvals, 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. 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 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 does 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 subsidiaries BSM Wireless Inc. and Webtech 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.
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.
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BSM Technologies Inc.