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Published in House and Home on Wednesday, September 2nd 2009 at 13:58 GMT by Market Wire🞛 This publication is a summary or evaluation of another publication
VANCOUVER, BRITISH COLUMBIA--(Marketwire - Sept. 2, 2009) - WebTech Wireless Inc. (TSX:WEW) ("WebTech Wireless") and Grey Island Systems International Inc. (TSX VENTURE:GIS) ("Grey Island") announce that they have mutually agreed to amend certain terms of their definitive agreement dated August 6, 2009, which provides for the acquisition by WebTech Wireless of 100% of the issued and outstanding shares of Grey Island pursuant to a court-approved plan of arrangement.
The amendments to the definitive agreement reflect:
- An increase in the exchange ratio from 0.30 WebTech Wireless shares for each Grey Island share, to 0.35 WebTech Wireless shares for each Grey Island share - a premium of 16.7% to the original ratio.
- A doubling of the break fee to $720,000.
- Elimination of Grey Island's right to terminate the agreement based on WebTech Wireless' volume-weighted average share price falling below a specified threshold.
- Additional support agreements to be provided by members of the Grey Island board.
Commenting on the amendments, Anwar Sukkarie, President & Chief Executive Officer of WebTech Wireless, said, "We believe this revised price is fair and reflective of the long-term value of Grey Island. Putting this matter behind us will allow management to focus on the integration of the two companies and on maximizing the benefits of this transaction for our shareholders, customers and employees."
Owen Moore, President of Grey Island, said, "Our board and management believe we have enhanced value for our shareholders and we look forward to working with Anwar and his team towards a successful close and building a successful combined company."
Grey Island will be scheduling its annual and special meeting for mid-October to approve the plan of arrangement.
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.
The Toronto Stock Exchange does not accept responsibility for the adequacy or accuracy of this release.
All trademarks and brands mentioned in this release are the property of their respective owners.
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.
