TORONTO, May 31, 2019 /CNW/ - BSM Technologies Inc. (TSX:GPS) ("BSM" or the "Corporation"), a leading provider of Internet of Things (IoT) enabled telematics and asset management solutions, is pleased to announce the successful completion of its previously announced acquisition by Geotab Inc. ("Geotab"), pursuant to which, among other things, 2689285 Ontario Inc. ("Geotab Subco"), a wholly-owned subsidiary of Geotab, acquired all of the outstanding common shares of BSM ("BSM Shares") not already held by Geotab by way of a court-approved plan of arrangement (the "Arrangement").
Under the terms of the Arrangement, holders of BSM Shares (other than Geotab) are entitled to receive cash consideration of CDN $1.40 in exchange for each BSM Share held immediately prior to the effective time of the Arrangement. Geotab Subco has delivered sufficient funds to the depositary to enable the distribution of payments described in the Arrangement. In accordance with the Arrangement, payment will be made to BSM shareholders as soon as practicable. Shareholders who own BSM Shares through an intermediary should contact such intermediary for details regarding payment for their BSM Shares.
With the Arrangement now complete, Geotab intends to cause (i) the BSM Shares to be delisted from the Toronto Stock Exchange, and (ii) BSM to submit an application to the applicable securities regulators to cease to be a reporting issuer and to terminate its public reporting obligations.
The consideration received under the Arrangement represents a total equity value, on a fully-diluted basis, of approximately CDN $116.3 million.
Further details regarding the Arrangement are set out in the management information circular of BSM dated April 23, 2019, which is available on BSM's website at www.bsmtechnologies.com and on SEDAR (www.sedar.com) under BSM's issuer profile.
About Geotab Inc.
Geotab is advancing security, connecting commercial vehicles to the internet and providing web-based analytics to help customers better manage their fleets. Geotab's open platform and Geotab Marketplace, offering hundreds of third-party solution options, allows both small and large businesses to automate operations by integrating vehicle data with their other data assets. As an IoT hub, the in-vehicle device provides additional functionality through IOX Add-Ons. Processing billions of data points a day, Geotab leverages data analytics and machine learning to help customers improve productivity, optimize fleets through the reduction of fuel consumption, enhance driver safety, and achieve strong compliance to regulatory changes. Geotab's products are represented and sold worldwide through Authorized Geotab Resellers. To learn more, please visit www.geotab.com and follow @GEOTAB and on LinkedIn.
About BSM Technologies
With more than 20 years of experience, BSM Technologies Inc., through its subsidiaries and affiliates, is a leading provider of Internet of Things (IoT) enabled telematics and asset management solutions. Focused on the Government, Service, Rail and Construction markets, BSM provides the technology, tools and services required to connect, analyze and optimize fleets, equipment and people – empowering data-driven operational decision-making. BSM illuminate, BSM's software platform, enables companies to leverage data insights, analytics and optimization tools for competitive advantage.
Cautionary Note Regarding Forward-Looking Information
This news release contains "forward-looking information" and "forward-looking statements" (collectively, "forward-looking statements") within the meaning of the applicable Canadian, U.S. and other securities legislation. All statements, other than statements of historical fact, are forward-looking statements and are based on expectations, estimates and projections as at the date of this news release. Any statement that involves discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as "expects", or "does not expect", "is expected", "anticipates" or "does not anticipate", "plans", "budget", "scheduled", "forecasts", "estimates", "believes" or "intends" or variations of such words and phrases or stating that certain actions, events or results "may" or "could", "would", "might" or "will" be taken to occur or be achieved) are not statements of historical fact and may be forward-looking statements. In this news release, forward-looking statements relate, among other things: the timing and ability of Geotab to cause BSM to be delisted from the Toronto Stock Exchange; and an application by BSM to cease to be a reporting issuer and to terminate its public reporting requirements.
These forward-looking statements are based on reasonable assumptions and estimates of management of BSM at the time such statements were made. Actual future results may differ materially as forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of BSM to materially differ from any future results, performance or achievements expressed or implied by such forward-looking statements. Although the forward-looking statements contained in this news release are based upon what management of BSM believes, or believed at the time, to be reasonable assumptions, BSM cannot assure shareholders that actual results will be consistent with such forward-looking statements, as there may be other factors that cause results not to be as anticipated, estimated or intended.
Any forward-looking statement speaks only at the date on which it is made. Readers should not place undue reliance on the forward‐looking statements and information contained in this news release. Except as required by law, BSM assumes no obligation to update the forward‐looking statements of beliefs, opinions, projections, or other factors, should they change, except as required by law. New factors emerge from time to time, and it is not possible to predict all of them; nor can BSM assess the impact of each such factor or the extent to which any factor, or combination of factors, may cause results to differ materially from those contained in any forward-looking statement.
The Toronto Stock Exchange has not reviewed and does not accept responsibility for the adequacy or accuracy of this release.
SOURCE BSM Technologies Inc.
For further information: Louis De Jong, President & CEO, BSM Technologies Inc., (416) 675-1201, [email protected]; Craig MacPhail, Investor Relations, NATIONAL Capital Markets, (416) 586-1938, [email protected]