WebTech Wireless Inc. (TSX: WEW) ("WebTech Wireless") and Grey
Island Systems International Inc. (TSX VENTURE: GIS) ("Grey
Island") are pleased to announce that they have entered into a
definitive agreement providing for the acquisition by WebTech
Wireless of all the issued and outstanding common shares of Grey
Island (the "Transaction").
Under the Transaction, each Grey Island common share will be
exchanged for 0.30 of a WebTech Wireless common share. The exchange
ratio of 0.30 is based on an imputed price for WebTech Wireless
shares of $1.40, approximating the twenty day volume-weighted
average trading price ("VWAP") of WebTech Wireless' common shares,
and an imputed price for Grey Island of $0.42 per common share,
representing a premium of 50.0% to Grey Island's closing price on
August 6, 2009 and a premium of 56.7% to Grey Island's twenty day
VWAP. The Transaction values Grey Island at approximately $38
million.
The Transaction will be completed through the issuance of
approximately 26.9 million WebTech Wireless common shares.
Highlights
The Transaction is expected to result in a number of benefits
for the combined business, including:
- Creates a leading global telematics and location-based
services provider with strength in the key verticals of insurance,
government, service fleet, and transport
- Increases scale and market presence in a multi-billion dollar
industry still in an emerging growth phase
- Diversifies global customer base - over 65,000 subscribers and
a strong presence in Canada, US, Mexico, Europe, and the Middle
East
- Creates a significant base of recurring revenues -
approximately $2 million per month in run rate
- Accretive to shareholders this fiscal year
- Positioned well to further consolidate the telematics
industry
Anwar Sukkarie, President & Chief Executive Officer of
WebTech Wireless, said, "The combination of WebTech Wireless and
Grey Island will create a company that is more than the sum of its
parts. The combined entity has what is required to be a world-class
global telematics company with exciting growth possible by taking
Grey Island's products to the international market, adding their
government-focused solutions to our AT&T, Rogers, and other
North American and international channels, and by giving us a
physical presence in eastern North America. This Transaction is
part of WebTech Wireless' vision and stated strategy to be an
active consolidator in this industry. In addition to expanding our
list of powerful distribution channel partners in North America,
this acquisition is expected to add tremendous depth to our
management team and board, and to our government vertical
solutions, while broadening our product offerings, and diversifying
WebTech Wireless' customer base."
Mr. Sukkarie continued "Our combined resources and results are
expected to create sustainable and enhanced value for our
shareholders and Grey Island's shareholders. Both companies will
benefit immediately from our larger customer base, strong and
growing revenue profile, recurring revenue of approximately $2
million per month and growing, and consistent cash flow. Most
importantly, this Transaction will provide fuel for our organic
growth as we continue to work on large contracts at both
companies."
Owen Moore, President of Grey Island, said "Grey Island has
always focused on growing its business and achieving exceptional
customer service standards, particularly in the government
vertical, where Grey Island has earned the majority of its
revenue". He added, "Grey Island has enjoyed a relationship with
WebTech Wireless for several years, both as competitor and as a
former supplier to our NextBus business. We believe this
Transaction provides substantial value to our shareholders. By
merging our companies, we will benefit from the additional size and
scope and expanded product line that this brings to our customers.
Grey Island will also benefit from WebTech Wireless' well-developed
distribution channels and strong and growing international
presence. We look forward to working closely with WebTech Wireless'
management to accelerate the growth of our combined
businesses."
Scott Edmonds, Chief Financial Officer of WebTech Wireless, said
"This Transaction creates a very scalable organization with little
overlap in revenue or sales funnel, and offers many opportunities
for savings, both on operating expenses and cost of sales, where we
have complementary product lines, and the ability to achieve
significant efficiencies starting immediately upon closing."
Summary of the Transaction
The Transaction will be carried out by way of statutory plan of
arrangement, whereby WebTech Wireless will acquire all of the
issued and outstanding common shares of Grey Island, and Grey
Island will become a wholly-owned subsidiary of WebTech Wireless.
Full details of the Transaction will be included in the Management
Information Circular to be filed with the securities regulatory
authorities and mailed to Grey Island shareholders in accordance
with applicable securities laws.
Under the Transaction, each Grey Island common share will be
exchanged for 0.30 of a WebTech Wireless common share. Following
the closing of the Transaction and assuming the issuance of an
aggregate of 26.9 million WebTech Wireless common shares, WebTech
Wireless is expected to have approximately 85.1 million common
shares outstanding on a pro forma basis. In addition, WebTech
Wireless common shares may be issued pursuant to the assumption by
WebTech Wireless of outstanding options to acquire Grey Island
common shares. The number of WebTech Wireless common shares issued
upon exercise, and the exercise price, of Grey Island's outstanding
options, will be adjusted proportionately to reflect the share
exchange ratio. On a pro forma basis, WebTech Wireless will be held
approximately 68.4% by existing WebTech Wireless shareholders and
31.6% by existing Grey Island shareholders.
Certain shareholders of Grey Island, including Owen Moore
(President and a director), Andrew Moore (Chief Executive Officer
and a director) and Brian Boychuk (Executive Vice-President and a
director), holding approximately 22.6% of Grey Island's common
shares outstanding, have entered into a voting support agreement
pursuant to which they have agreed to support and vote in favour of
the Transaction.
The disinterested Directors of Grey Island, acting on the
unanimous recommendation of the Special Committee of the Grey
Island Board of Directors (comprised of independent directors),
have unanimously determined that the Transaction is fair, from a
financial point of view, to the Grey Island shareholders and that
the Transaction is in the best interest of Grey Island, have
unanimously approved the Transaction, and have recommended that
Grey Island shareholders vote in favour of the Transaction. The
Board of Directors of WebTech Wireless has also unanimously
approved the Transaction.
The Transaction is subject to the approval of at least 66 2/3%
of the votes cast by the shareholders of Grey Island at a special
meeting of shareholders of Grey Island to be called to consider the
Transaction including the approval of at least 50% of the
disinterested shareholders and certain customary conditions,
including the receipt of all required court and regulatory
approvals (including the approval of the TSX) and third party
consents.
The definitive agreement contains a termination fee equal to 1%
of the value of Grey Island which is payable by Grey Island to
WebTech Wireless in certain circumstances if the Transaction is not
completed. The definitive agreement provides that Grey Island will
call and hold a special meeting of the Grey Island shareholders. If
all necessary approvals are obtained and the conditions contained
in the definitive agreement are satisfied, Grey Island and WebTech
Wireless expect that the Transaction will close on or about
September 30, 2009.
Two of Grey Island's current directors, Owen Moore and Paul
Christie, will join WebTech Wireless' expanded Board of Directors
at the completion of the Transaction.
Wellington West Capital Markets Inc. is acting as financial
advisor to WebTech Wireless in relation to the Transaction.
Research Capital Corporation, who is acting as financial advisor to
Grey Island in respect of the Transaction, has rendered an opinion
to the board of directors of Grey Island that as of the date of the
opinion, and subject to the qualifications and limitations
expressed in the opinion, the consideration offered pursuant to the
Transaction is fair, from a financial point of view, to the Grey
Island shareholders.
Conference Call Information - August 7, 2009 - 10:00AM
Eastern
WebTech Wireless and Grey Island will conduct a conference call
to discuss the Transaction today at 10:00 AM, Eastern Time.
Participants calling from Canada or the U.S. should call toll
free: 1 800 954 0620
Callers from other international locations should call: 1 212
231 2908
Participants are requested to call in 10 minutes before the
start of the call.
WebTech Wireless representatives will be Anwar Sukkarie,
President & CEO, and Scott Edmonds, CFO. The Grey Island
representative will be Owen Moore, President and Co-Founder.
A recording of the call will be posted on the WebTech Wireless
website at www.webtechwireless.com.
About WebTech Wireless Inc.
WebTech Wireless Inc. (TSX: WEW) is a global telematics and
location-based services provider that develops, manufactures and
delivers end-to-end wireless solutions designed to improve the
productivity, profitability and safety of vehicle fleets. WebTech
Wireless products and services run on GPS and cellular networks and
provide Automatic Vehicle Location, Mapping, Reporting, Vehicle
Diagnostics, Driver Status, In-vehicle Telemetry and Navigation and
Messaging. The Company delivers products and services in over
forty-one countries to a variety of small, medium and Fortune 500
companies, with a particular focus on the transport, service
delivery, government and automotive markets. For more information,
please visit www.webtechwireless.com.
About Grey Island Systems International Inc.
Grey Island Systems International Inc. (TSX VENTURE: GIS),
through its subsidiaries NextBus Inc. in Alameda, California,
InterFleet, Inc. in New York, New York and Grey Island Systems in
Toronto, Canada, is a leading provider of custom real-time GPS/AVL,
security and Telematics solutions as well as real-time passenger
information systems to government and related fleets. To find out
more about our products and services, visit our websites at
www.interfleet.com or www.nextbus.com.
Forward-looking Statements
This press release contains "forward-looking statements" within
the meaning of applicable Canadian and United States securities
laws. Generally, forward-looking statements can be identified by
the use of the forward-looking terminology such as "plans",
"expects" or "does not expect", "is expected", "budget",
"scheduled", "estimates", "forecasts", "intends", "anticipates" or
"does not anticipate", or "believes", or variations of such words
and phrases or state that certain actions, events or results "may",
"could", "would", "might" or "will be taken", "occur" or "be
achieved". Assumptions upon which such forward-looking statements
are based include that WebTech Wireless and Grey Island will be
able to satisfy the conditions in the definitive agreement, that no
materially adverse facts or circumstances will be identified, that
the required approvals will be obtained from the shareholders of
Grey Island, that all third party regulatory and governmental
approvals to the Transaction will be obtained and all other
conditions to the completion of the Transaction will be satisfied
or waived. Many of these assumptions are based on factors and
events that are not within the control of WebTech Wireless and Grey
Island and there is no assurance they will prove to be correct.
Forward-looking statements are subject to known and unknown risks,
uncertainties and other factors that may cause the actual results,
performance or achievements of WebTech Wireless and Grey Island to
be materially different from those expressed or implied by such
forward-looking statements, including but not limited to: risks
related to product plans, timing, content, and pricing of products,
market and industry expectations, the wireless communications
industry, the mobile fleet industry, and general economic and
political conditions, as well as those factors discussed in the
section entitled "Description of the Business - Risk Factors" in
WebTech Wireless' annual information form for the year ended
December 31, 2008 and although WebTech Wireless and Grey Island
have attempted to identify important factors that could cause
actual results to differ materially from those contained in
forward-looking statements, there may be other factors that cause
results not be as anticipated, estimated or intended. There can be
no assurance that such statements will prove to be accurate, as
actual results and future events could differ materially from those
anticipated in such statements. Accordingly, readers should not
place undue reliance on forward-looking statements. WebTech
Wireless and Grey Island do not undertake to update any
forward-looking statements that are incorporated by reference
herein, except in accordance with applicable securities laws.
All trademarks and brands mentioned in this release are the
property of their respective owners.
The Toronto Stock Exchange does not accept responsibility for
the adequacy or accuracy of this release.
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: WebTech Wireless Inc. Scott Edmonds CFO (+1)
604.419.8135 sedmonds@webtechwireless.com WebTech Wireless Inc. R.
Joe Dhami Investor Relations (+1) 877.811.4518 ext. 462
ir@webtechwireless.com www.webtechwireless.com Grey Island Systems
International Inc. Owen Moore President and Co-Founder (+1)
416.348.9991 owenm@interfleet.com www.greyisland.com
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