BSM Technologies Inc. and Datacom Wireless Corporation Complete a Business Combination to Create a Major Player in the Canadian
September 28 2009 - 10:58AM
Marketwired
BSM Technologies Inc. ("BSM") (TSX VENTURE: GPS) and Datacom
Wireless Corporation ("Datacom") (TSX VENTURE: DAT) are pleased to
announce that they have now completed their previously announced
business combination (the "Business Combination").
Before closing of the Business Combination, 27,951,221 common
shares of Datacom (the "Datacom Shares") were issued and
outstanding and 1,068,791 Datacom Shares were issuable upon
exercise of outstanding stock options of Datacom (the "Datacom
Options"). For BSM, before closing of the Business Combination,
85,907,730 common shares of BSM (the "BSM Common Shares") were
issued and outstanding (including 547,900 in escrow subject to
BSM's performance), 6,175,000 BSM Common Shares were issuable upon
the exercise of outstanding stock options of BSM (the "BSM
Options"), 57,309,522 BSM Common Shares were issuable upon the
exercise of outstanding common share purchase warrants of BSM (the
"BSM Warrants") and 56,309,522 BSM Common Shares were issuable upon
the conversion of outstanding convertible debentures of BSM (the
"BSM Debentures").
Immediately prior to the completion of the Business Combination,
$1.75 million of the BSM Debentures, out of a total of $3.45
million in principal value, and 29,166,666 BSM Warrants held by
certain holders, were purchased by some other existing debenture
holders and other new investors. BSM has also created one series of
convertible preferred shares (the "BSM Preferred Shares"),
exchanged its outstanding BSM Debentures into the BSM Preferred
Shares and exchanged its outstanding BSM Warrants into BSM Common
Shares (the "BSM Pre Merger Reorganization").
As a result of the BSM Pre Merger Reorganization, 108,928,691
BSM Common Shares and 65,755,556 BSM Preferred Shares were issued
and outstanding and 6,175,000 BSM Options were outstanding.
On closing of the Business Combination, Datacom amalgamated with
a wholly-owned subsidiary of BSM. Each Datacom Share was exchanged
for approximately 4.2421 BSM Common Shares such that the former
holders of BSM Common Shares, BSM Preferred Shares and BSM Options
now own 59.5% (180,859,247 out of 303,965,120) of all securities of
BSM outstanding, on a fully diluted basis, and the former holders
of Datacom Shares and Datacom Options own 40.5% (123,105,873 out of
303,965,120) of all securities of BSM outstanding, on a fully
diluted basis. BSM will continue to be listed on the TSX Venture
Exchange (the "TSX-V").
All BSM Options remained outstanding in accordance with their
terms. Each Datacom Option was replaced with approximately 4.2421
BSM Options, the exercise price being the original exercise price
divided by approximately 4.2421.
The TSX-V has conditionally accepted the Business Combination,
including the listing of the BSM Shares issuable thereunder,
subject to the satisfaction of all of the requirements of the
TSX-V, and trading on the TSX-V of the Datacom Shares will
cease.
The board of directors of BSM is now comprised of nine
directors, five of which are nominees of BSM, the others being
nominees of Datacom.
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.
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 Contact: BSM Technologies Inc. Mr. Aly Rahemtulla
President & CEO 1-905-265-1200 aly@bsmwireless.com /
www.bsmwireless.com Datacom Contact: DATACOM Pierre Belanger Acting
President and CEO +1-450-781-6020 pbelanger@datacom.com
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