NEW YORK, April 8, 2019 /CNW Telbec/ - Crescendo Advisors II LLC announces that on April 7, 2019, Crescendo Partners II, LP, Series R2 and Crescendo Partners III LP, two funds that it manages, and its joint actor, Jamarant Capital, L.P. (collectively, the "Shareholders") entered into a voting support agreement (the "Support Agreement") with a subsidiary of Geotab Inc. ("Geotab") pursuant to which they agreed to, amongst other things, vote all of their common shares (the "Common Shares") of BSM Technologies Inc. ("BSM") in favor of the acquisition of BSM by Geotab under a statutory plan of arrangement pursuant to the Business Corporations Act (Ontario) (the "Transaction"). Under the arrangement agreement entered into between Geotab and BSM (the "Arrangement Agreement"), holders of Common Shares will receive cash consideration of $1.40 per Common Share.
The Support Agreement may be terminated by the Shareholders in certain circumstances, including if the Arrangement Agreement is terminated in accordance with its terms and if BSM and Geotab amend the Arrangement Agreement in a manner that results in a reduction of, or a variation in the form of, or a delay in the payment of, the consideration payable for the Common Shares.
The Shareholders own an aggregate amount of 8,344,800 Common Shares, representing approximately 10.36% of BSM's issued and outstanding Common Shares.
The Shareholders are required under the Support Agreement to hold their Common Shares and to support the Transaction. However, if the Transaction does not proceed or the Support Agreement is terminated, the Shareholders may, depending on market and other conditions, acquire additional Common Shares or dispose of some or all of their existing or additional Common Shares, whether in the open market, by privately negotiated agreements, or otherwise.
The head office of BSM is located at 75 International Boulevard, Suite 100, Toronto, Ontario, M9W 6L9.
This press release is issued in accordance with the early warning requirements under applicable Canadian securities laws as a result of a change in a material fact set out in a previous report. A copy of the early warning report required to be filed will appear with BSM's documents on the System for Electronic Document Analysis and Retrieval at www.sedar.com.
SOURCE Crescendo Advisors II LLC
For further information: For further information or to obtain a copy of the related early warning report, please contact: Crescendo Advisors II LLC, 777 3rd Avenue, Floor 37, New York, New York, 10017, United States of America, Contact: Eric Rosenfeld, President and CEO, (212) 319-7676