TORONTO, May 15, 2014 /CNW/ - BSM Technologies Inc. ("BSM" or the
"Company") (TSX-V: GPS), a leading provider of remote monitoring, fleet management, fleet diagnostics and automated vehicle security systems. today announced that its
wholly-owned subsidiary, BSM Technologies U.S. Holdings, Inc.,has
entered into a definitive purchase agreement to acquire 100% of the
membership interests of privately held Lat-Lon, L.L.C. ("Lat-Lon"), a
Colorado limited liability company (the "Lat-Lon Acquisition"). The
Lat-Lon Acquisition is expected to close on May 30, 2014, subject to
customary closing conditions. All amounts are in United States dollars
unless otherwise stated.
The Company also announced today that BSM AcquirorCo, LLC, an indirect
wholly-owned subsidiary, has acquired 100% of the membership interests
of privately held JMM Management Group LLCd/b/a JMM Global ("JMM"), an
Illinois limited liability company (the "JMM Acquisition", and together
with the Lat-Lon Acquisition, the "Acquisitions").
Founded in 1999, Lat-Lon provides wireless GPS tracking and monitoring
solutions for mobile assets with a specific focus on the rail market.
Lat-Lon's key products include a locomotive monitoring unit (LMU) and a
solar-powered GPS monitoring system (STU) for railcars and trailers
that allows fleet managers to know the condition and location of their
assets at any given time. Lat-Lon has built a broad customer base
including Consolidated Rail Corporation (Conrail), Union Pacific
Railroad and ABB, Ltd. and currently has approximately 9,000 active
units in the field.
"The acquisition of Lat-Lon will significantly expand BSM's product
offering within the rail vertical by adding rail car and locomotive
solutions to our current high-rail product offering," said Aly
Rahemtulla, BSM President & CEO. "Through Lat-Lon, we acquire a strong
product portfolio and access to an impressive customer base,
positioning BSM as a clear leader within the rail vertical."
Illinois-based JMM is a leading provider of storage tank management and
regulatory compliance solutions. JMM's key offering is a software
solution that assists clients in monitoring their storage tanks while
managing compliance requirements associated with these assets. Founded
in 2002, JMM has a high-quality customer list, including The Hertz
Corporation and Waste Management National Services, Inc.
Mr. Rahemtulla commented on the JMM acquisition: "While fixed asset
monitoring is a small portion of our business today, we recognize the
significant synergies that exist between both stationary and mobile
assets for the enterprise customer. We believe the fixed asset market
remains underpenetrated and presents a significant growth opportunity
for BSM. JMM brings a complementary compliance focus, a high-quality
customer base and skilled team - a great platform from which to grow
our tank monitoring business and become a bigger player in the fixed
asset segment of the market."
Cumulative consideration for the Acquisitions includes $8,125,000 incash
on closing, plus certain working capital adjustments. Further deferred
contingent consideration of $7,000,000 in cash and $1,500,000 in common
shares of BSM ("Common Shares") is subject to the attainment of annual
revenue targets of $10,700,000 and EBITDA targets of $2,450,000. In
connection with the Acquisitions, the Company shall issue 699,575
Common Shares at a price of CDN$2.35 per Common Share on or before May
30, 2014 and such Common Shares shall be placed in escrow, pursuant to
the terms of an escrow agreement, pending attainment of the above-noted
revenue and EBITDA targets.
Additional details with respect to the Lat-Lon Acquisition will be
provided in future press releases, which will also be available under
BSM's profile on SEDAR at www.sedar.com
About BSM Technologies (bsmwireless.com)
BSM Technologies Inc., through its subsidiaries, is a leading provider
of remote monitoring, fleet tracking and fleet maintenance and a business intelligence 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.
Neither TSX Venture Exchange nor its Regulation Services Provider (as
that term is defined in the 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 visit http://www.bsmwireless.com
Cautionary Note Regarding Forward-Looking Statements
This news release contains forward-looking information. Such
forward-looking information is 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. 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. Management believes that these assumptions are
reasonable. 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 the Company's annual
information form 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
law, BSM does not undertake any obligation to update forward-looking
information even if circumstances or management's estimates or opinions
should change. Readers should not place undue reliance on
SOURCE: BSM Technologies Inc.
For further information:
President & CEO
BSM Technologies Inc.
(416) 815-0700 ext. 289
(416) 815-0700 ext. 278