WebTech Wireless Inc. Announces Definitive Agreement to Acquire Grey Island Systems International Inc.
Transaction creates the leading global telematics and location-based services provider in Canada
VANCOUVER, BRITISH COLUMBIA – WebTech Wireless Inc. (TSX:WEW), (“WebTech Wireless”) and Grey Island Systems International Inc. (TSXV: 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.
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 Sukkarié, 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. Sukkarié 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 - 10:00 AM 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 Sukkarié, 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. (TSXV: 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.
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.
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