Toronto, ON and Vancouver, BC, September 11, 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 that Glass, Lewis & Co. LLC (“Glass Lewis”) and Institutional Shareholder Services Inc. (“ISS”), two leading independent proxy advisory firms which provide voting recommendations to institutional investors, have each recommended that shareholders of Webtech Wireless vote FOR the special resolution to approve the plan of arrangement (the “Arrangement”) in connection with the “merger of equals” type transaction between BSM and Webtech Wireless.
Glass Lewis and ISS also recommended that BSM shareholders vote FOR the ordinary resolution to approve the maximum number of common shares of BSM that may be issued in connection with the Arrangement.
On July 30, 2015, BSM and Webtech Wireless announced the 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 participate in the significant anticipated synergies and enhanced growth opportunities resulting from the combination.
Additional information concerning the Arrangement can be found in the joint management information circular (the “Joint Circular”) and related proxy materials of BSM and Webtech Wireless which are dated August 19, 2015 and were recently mailed to shareholders of each company. 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.
Completion of the Arrangement is subject to, among other things, receiving the requisite shareholder and court approvals, and is subject to closing conditions customary in transactions of this nature. Further, BSM anticipates applying to graduate to the Toronto Stock Exchange from the TSX Venture Exchange under the existing symbol for BSM. Webtech and BSM anticipate that the transaction will be completed on September 30, 2015.
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: firstname.lastname@example.org
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: email@example.com
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
PLEASE VOTE WELL IN ADVANCE OF THE VOTING DEADLINE ON SEPTEMBER 21, 2015 AT 10 AM PACIFIC TIME/1 PM TORONTO TIME.
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 respective special meetings of shareholders
Your vote is important regardless of the number of shares you own. BSM and Webtech encourage shareholders to read the meeting materials in detail.
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: 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 vote by following the instructions provided on the form.
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, receipt of shareholder approvals; all required third party and regulatory approvals will be obtained and all other conditions to completion will be satisfied or waived; the Arrangement will be completed; 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 the Arrangement, including due to the parties failing to receive, in a timely manner and on satisfactory terms, the necessary court, shareholder, 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; 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 readers in their understanding of the anticipated benefits 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.
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.
For more information please contact:
President & Chief Executive Officer
BSM Technologies Inc.
Chairman & Chief Executive Officer
Webtech Wireless Inc.
Chief Financial Officer
Webtech Wireless Inc.