TORONTO and VANCOUVER, Sept. 11,
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 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 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
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: 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 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,
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.
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.