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Press release from CNW Group

BSM Technologies Completes Acquisition of AutoVision Wireless Inc.

Monday, June 03, 2013

BSM Technologies Completes Acquisition of AutoVision Wireless Inc.

17:02 EDT Monday, June 03, 2013

TORONTO, June 3, 2013 /CNW/ - BSM Technologies Inc. ("BSM" or the "Company") (TSX-V: GPS), a leading provider of remote monitoring, fleet management, fleet diagnostics and automated vehicle security systems, today announced the closing of its previously announced intention to acquire AutoVision Wireless Inc. ("AutoVision"), a private company in the telematics industry, for up to $14.7 million in cash and share consideration (prior to working capital adjustments).

"This is a transformational acquisition for BSM," said Aly Rahemtulla, President and CEO of BSM. "It significantly increases our EBITDA and recurring revenue base - giving us more than $14.5 million in combined annual recurring revenue - and is immediately accretive to earnings per share. This transaction also diversifies and strengthens our business from a geographic and market vertical perspective, as AutoVision has a strong presence in Western Canada and is well established in the energy, utility and construction sectors."

AutoVision specializes in fleet management, GPS tracking, mobile data communications, and telematics. For the 12 months ended December 31, 2012, AutoVision generated annual recurring telematics revenue of $5.3 million with 72% gross margins and $2.5 million in EBITDA (including $0.3 million of SR&ED tax credits). AutoVision has approximately 37 employees with offices in Toronto and Edmonton.

Mr. Rahemtulla added: "The acquisition of AutoVision will create a stronger consolidated product platform and give us greater geographic reach, which will benefit the customers of both companies. The complementary product offerings and verticals also provide important cross-selling opportunities for our sales teams. In addition to these potential revenue synergies, we expect to realize annual cost savings of approximately $0.5 million as we bring the businesses together."

Consideration to be paid for AutoVision on closing will include $5.7 million of cash and 714,286 shares of BSM which will be issued at $1.40. A further $8.0 million of consideration, comprised of up to $5.0 million in cash and up to 2,142,858 common shares, is subject to the attainment of $5.0 million of recurring revenue in year 1 and $5.5 million in recurring revenue in each of years 2 and 3. All share consideration paid by BSM upon the attainment of recurring revenue targets will be issued at $1.40. On closing BSM expects to make an additional $1.7 million cash payment as a working capital adjustment. The up-front cash consideration is expected to be partially financed with a $7.0 million three-year term loan from a National Canadian bank. The loan has a five-year amortization period.

About BSM Technologies Inc. (bsmwireless.com)
BSM Technologies Inc., through its subsidiary BSM Wireless Inc., is a leading provider of remote monitoring, fleet tracking, fleet maintenance, and business intelligent engine providing real time, web‐based tracking of mobile and fixed assets. BSM provides solutions for commercial, government, and law enforcement organizations who manage and operate diverse assets and large fleets, and who seek to enhance customer service, improve the safety of their drivers and vehicles, and lower business costs.

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. No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein.

SOURCE: BSM Technologies Inc.

For further information:

Aly Rahemtulla
President & CEO
BSM Technologies Inc.
(416) 675-1201
arahemtulla@bsmwireless.com

Fil Marinkovic
TMX Equicom
(416) 815-0700 ext. 289
fmarinkovic@tmxequicom.com

Craig Armitage
TMX Equicom
(416) 815-0700 ext. 278
carmitage@tmxequicom.com

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