TORONTO, May 23, 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 results of its
special meeting (the "Meeting") of shareholders of BSM
("Shareholders") held earlier today to approve the
Arrangement (as defined below).
The purpose of the Meeting was to consider and vote upon a
special resolution of Shareholders (the "Transaction
Resolution") approving the transactions contemplated in the
arrangement agreement dated April 7,
2019, (the "Arrangement Agreement") among BSM, Geotab
Inc. ("Geotab") and 2689285 Ontario Inc. ("Geotab
Subco"), a wholly-owned subsidiary of Geotab, pursuant to
which, among other things, Geotab Subco will acquire all of the
issued and outstanding common shares of BSM not already owned by
Geotab by way of a court-approved plan of arrangement (the
"Arrangement").
A total of 55,324,437 common shares of BSM ("Shares")
were present in person or represented by proxy at the Meeting,
representing approximately 68.69% of the issued and outstanding
Shares.
Approval of the Arrangement
For the Arrangement to proceed, the Transaction Resolution
required the approval of (i) a majority of at least two-thirds
(66⅔%) of the votes cast at the Meeting, either by Shareholders
attending in person or voting by proxy; and (ii) a simple majority
(50%) of the votes cast at the Meeting, either by Shareholders
attending in person or voting by proxy, excluding any votes cast by
Mr. Louis De Jong. See below for a
summary of the voting on the Transaction Resolution.
(i) Two-Thirds Vote
FOR
|
AGAINST
|
(#)
|
(%)
|
(#)
|
(%)
|
55,283,764
|
99.94%
|
30,615
|
0.06%
|
(ii) Majority of Majority Vote (Excluding Mr. De
Jong)
FOR
|
AGAINST
|
(#)
|
(%)
|
(#)
|
(%)
|
54,127,875
|
99.94%
|
30,615
|
0.06%
|
A report of voting results describing the matter voted upon at
the Meeting has been filed on SEDAR (www.sedar.com) under BSM's
issuer profile.
Transaction Update
Having obtained the requisite approval of the Transaction
Resolution at the Meeting, the hearing date for the application for
the final order of the Ontario Superior Court of Justice
(Commercial List) (the "Final Order") is scheduled for
May 28, 2019. The Arrangement is anticipated
to become effective on or about May 31, 2019,
subject to the approval of the TSX and the receipt of the Final
Order, as well as the satisfaction or waiver of other customary
closing conditions.
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, to: the timing and receipt of the
required court, stock exchange and other regulatory approvals for
the Arrangement; the timing and ability of BSM and Geotab to
satisfy the conditions precedent to completing the Arrangement; and
the closing of the Arrangement.
These forward-looking statements are based on reasonable
assumptions and estimates of management of BSM, as the case may be,
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, as the case may
be, to materially differ from any future results, performance or
achievements expressed or implied by such forward-looking
statements. Such factors, among other things,
include: satisfaction or waiver of all applicable conditions
to closing of the Arrangement (including receipt of all necessary
court, stock exchange and regulatory approvals or consents and the
absence of material changes with respect to the parties and their
respective businesses, all as more particularly set forth in the
Arrangement Agreement; adverse changes in general economic or
market conditions or changes in political conditions or federal,
provincial or state laws and regulations; the ability of the
parties to satisfy all of the conditions precedent in order to
consummate the Arrangement (including receipt of all necessary
stock exchange, regulatory approvals or consents); and changes in
national and local government, legislation, taxation, controls,
regulations and political or economic developments. In
addition, the failure of BSM to comply with the terms of the
Arrangement Agreement may result in BSM being required to
pay a termination fee to Geotab, the result of which could have a
material adverse effect on BSM's financial position and future
performance. Although the forward-looking statements
contained in this news release are based upon what management of
BSM, as the case may be, believes, or believed at the time, to be
reasonable assumptions, BSM, as the case may be, 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.