BSM Technologies Inc. ("BSM")(TSX VENTURE: GPS) and Datacom
Wireless Corporation ("Datacom") (TSX VENTURE: DAT) are pleased to
announce that further to their joint press release of July 2, 2009,
they have now entered into the definitive business combination
agreement (the "Definitive Agreement"), whereby BSM and Datacom
have agreed upon the definitive terms and conditions with respect
to the proposed business combination of the two companies (the
"Proposed Transaction").
The Proposed Transaction
The Definitive Agreement contains customary representations and
warranties by BSM in favour of Datacom and by Datacom in favour of
BSM and such other terms, covenants and conditions as would be
customary for a transaction of this nature. Each of BSM and Datacom
will mail information circulars to their respective shareholders
the week of August 24 outlining in detail the terms of the Proposed
Transaction and each of BSM and Datacom have scheduled
shareholders' meetings to seek shareholder approval of the Proposed
Transaction on September 23, 2009. Closing of the Proposed
Transaction is scheduled to occur on or about September 25,
2009.
As of the date hereof, the number of common shares in the
capital of Datacom (the "Datacom Shares") that are outstanding is
27,951,221. There are 1,068,791 Datacom Shares issuable upon
exercise of outstanding stock options of Datacom. The number of
common shares in the capital of BSM (the "BSM Common Shares") that
are outstanding is 85,907,730 (including 547,900 in escrow subject
to BSM's performance). There are 6,175,000 BSM Common Shares
issuable upon the exercise of outstanding stock options of BSM (the
"BSM Options"), 57,309,522 BSM Common Shares issuable upon the
exercise of outstanding common share purchase warrants of BSM (the
"BSM Warrants") and 56,309,522 BSM Common Shares are issuable upon
the conversion of outstanding convertible debenture of BSM (the
"BSM Debentures").
As previously disclosed, immediately prior to completion of the
Proposed Transaction, subject to regulatory and shareholder
approval as required, $1.75 million of the BSM Debentures and BSM
Warrants, out of a total of $3.45 million in principal value, held
by certain holders, will be purchased by some other existing
debenture holders and other new investors. Thereafter, BSM will
create one series of convertible preferred shares (the "BSM
Preferred Shares"), exchange its outstanding BSM Debentures into
the BSM Preferred Shares and exchange BSM Warrants into BSM Common
Shares (the "BSM Pre Merger Reorganization").
As a result of the proposed BSM Pre Merger Reorganization, and
prior to the Proposed Transaction, the share capital of BSM will be
108,928,691 BSM Common Shares and 65,755,556 BSM Preferred Shares,
and there will be 6,175,000 BSM Options outstanding.
The Proposed Transaction will be in the form of an amalgamation
of Datacom with a wholly-owned subsidiary of BSM. Each Datacom
Share will then be exchanged for approximately 4.2421 BSM Common
Shares such that, upon completion of the Proposed Transaction, the
former holders of BSM Common Shares, BSM Preferred Shares and BSM
options will own 59.5% (180,859,247 out of 303,965,120) of all BSM
securities outstanding, on a fully diluted basis, and former
holders of Datacom Shares and Datacom options will own 40.5%
(123,105,873 out of 303,965,120) of all BSM securities outstanding,
on a fully diluted basis. It is intended that BSM will continue to
be listed on the TSX Venture Exchange.
All options to purchase BSM Common Shares that are outstanding
at the time of the closing of the Proposed Transaction will remain
outstanding in accordance with their terms. Each option to purchase
Datacom Shares will be replaced with approximately 4.2421 options
to purchase BSM Common Shares and the exercise price for such
option will be the original exercise price divided by approximately
4.2421. It will be the same conversion ratio as that used to
convert Datacom Shares into BSM Common Shares. A fairness opinion
has been obtained by Datacom from Paradigm Capital who has
confirmed that the consideration payable to the shareholders of
Datacom is fair from a financial point of view.
On completion of the Proposed Transaction, the board of
directors shall initially be comprised of nine directors, five of
the nine will be nominees of BSM, the others will be nominees of
Datacom.
Description of Conditions to Closing
Completion of the Proposed Transaction is subject to a number of
conditions, including, but not limited to, acceptance from the TSX
Venture Exchange (the "Exchange") and other shareholders, third
party and regulatory approvals as may be required. The Definitive
Agreement provides for a reciprocal break fee in the amount of
$500,000 and notification by each party of the receipt of
alternative proposals from third parties. Each party has agreed not
to solicit other proposals but has reserved the right for each
board to exercise its fiduciary duties. BSM has been advised by the
Exchange that the Exchange will require BSM to obtain disinterested
shareholder approval for the issuance of BSM Preferred Shares, the
purchase of $1.75 million of the BSM Debentures and BSM Warrants
(held by certain holders) by some other existing debenture holders
and other new investors, the exchange of BSM Debentures into BSM
Preferred Shares and the exchange of BSM Warrants into BSM Common
Shares. Datacom needs its Shareholders' approval for the
amalgamation.
About Datacom Wireless Corporation
Founded in 1999, Datacom has grown to become one of the Canadian
leaders in the design, development and marketing of mission
critical vehicle fleet management and theft prevention solutions.
Its products and services use wireless communications and
satellite-based tracking technologies (GPS) and a state-of-the-art
ASP information portal.
About BSM Technologies
BSM Technologies designs, manufactures and markets a
comprehensive line of AVSL ("Automatic Vehicle Security and
Tracking") solutions for Commercial and Government Fleet
Management, including Law Enforcement, through its subsidiary BSM
Wireless. The BSM line of products range from Fleet Management and
Consumer Vehicle Protection offerings to the full featured
''Stinger'' product featured in news media worldwide as the key
technology behind the Bait and Covert application used by hundreds
of Law Enforcement agencies to deter vehicular, trailer and heavy
equipment theft.
Superior functionality, seamless switching between two separate
footprints, enhanced reliability, advanced security features, and
excellent value characterize BSM products. By incorporating
advanced wireless locating and mapping technology, and IP-based
communications protocols, the BSM line of products provides
sophisticated real-time monitoring and control of commercial and
personal vehicle assets to meet the demanding needs and stringent
requirements of today's mobile environments. BSM's unique end to
end solutions feature sophisticated wireless hardware, firmware and
software all developed by and proprietary to BSM. The BSM product
line can be easily adapted and customized to match any customer
user requirement while BSM's in-house support infrastructure
assures that all clients receive the premium AVSL solution in the
industry to meet their needs.
About SecTrack
SecTrack sells Inmarsat D+ transceivers and airtime subscription
to value added resellers around the world. These VARs are typically
local companies who have built a proper monitoring and tracking
service for end-users in a multitude of maritime and land based
sectors including nuclear transport monitoring, mining, security
tracking of trucks, trailers and other vehicles and tracking of
airplanes and rescue helicopters. The company's customer base is
spread over Europe, Asia, Africa and Central and South America.
About Netistix Technologies
Incorporated in 2002, Netistix Technologies Corporation is
headquartered in Ottawa, Canada and has developed a comprehensive
and customizable wireless fleet management solution known as
"FleetPulse".
The Netistix "FleetPulse", Wireless Fleet Management System,
delivers actionable information that reduces fleet operation and
environmental costs, improves productivity and increases
safety.
For more information, please visit http://www.netistix.com.
Except for historical information contained herein, certain
statements contained in this release constitute forward-looking
information. These statements relate to future events or future
performance. The use of any of the words "could", "intend",
"expect", "believe", "will", "projected", "estimated" and similar
expressions and statements relating to matters that are not
historical facts are intended to identify forward-looking
information and are based on BSM's or Datacom's current belief or
assumptions as to the outcome and timing of such future events.
Actual future results may differ materially. In particular, this
release contains forward-looking information relating to: the
intention of Datacom and BSM to enter into the Definitive Agreement
and the terms and conditions of the Proposed Transaction, including
securities to be issued pursuant thereto, the board composition of
BSM following the Proposed Transaction and the closing date of the
Proposed Transaction.
Various assumptions or factors are typically applied in drawing
conclusions or making the forecasts or projections set out in
forward-looking information. Those assumptions and factors are
based on information currently available to BSM or Datacom. The
material factors and assumptions include: the ability to obtain the
necessary director, shareholder and regulatory approvals; Exchange
policies not changing; completion of satisfactory due diligence;
and the structure of the Proposed Transaction being the most tax
efficient way of completing the Proposed Transaction. Risk Factors
that could cause actual results or outcomes to differ materially
from the results expressed or implied by forward-looking
information include, among other things: conditions imposed by the
Exchange, the failure to obtain the necessary directors' and
shareholders' approval to the Proposed Transaction; changes in tax
laws, general economic and business conditions; and changes in the
regulatory requirements. BSM cautions the reader that the above
list of risk factors is not exhaustive. The forward-looking
information contained in this release is made as of the date hereof
and BSM is not obligated to update or revise any forward-looking
information, whether as a result of new information, future events
or otherwise, except as required by applicable securities laws.
Because of the risks, uncertainties and assumptions contained
herein, the reader should not place undue reliance on
forward-looking information. The foregoing statements expressly
qualify any forward-looking information contained herein.
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.
Contacts: BSM Technologies Inc. Mr. Aly Rahemtulla President
& CEO (905) 265-1200 aly@bsmwireless.com www.bsmwireless.com
Datacom Wireless Corporation Pierre Belanger Acting President and
CEO (450) 781-6020 pbelanger@datacom.com
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