Score Media Inc. Shareholders Approve Plan of Arrangement with Rogers Media
TORONTO, Oct. 15, 2012 /CNW/ - Score Media Inc. (TSX: SCR) ("Score Media") is
pleased to announce that all of Score Media shareholders who voted today at
Score Media's Special Meeting of Shareholders (the "Meeting") have voted to
approve the plan of arrangement pursuant to which Rogers Media Inc. ("Rogers")
will acquire all the issued and outstanding shares of Score Media (the
"Arrangement"). All of the shares of Score Media voted at the Meeting were
voted in favour of the special resolution approving the Arrangement.
John Levy, CEO of Score Media, said: "We are delighted our shareholders share
the view of the executive team and the board of directors that this agreement
with Rogers Media is in the best interests of all parties. We now look forward
to securing final approval from the Ontario Superior Court of Justice and
completing the Arrangement."
Under the Arrangement, shareholders of Score Media will receive, for each
share of Score Media that they hold: (i) $1.62 in cash; (ii) in respect of
each Class A Subordinate Voting Share of Score Media held, one Class A
Subordinate Voting Share of theScore, Inc. ("Score Digital"), a new company
formed to hold the digital media assets of Score Media following the closing
of the Arrangement; and (iii) in respect of each Special Voting Share of Score
Media held, one Special Voting Share of Score Digital.
On completion of the Arrangement, Score Digital will own Score Media's digital
media assets. Former holders of Score Media shares (excluding Rogers) will
hold approximately 88.2% of the outstanding shares of Score Digital while
Rogers and its affiliates will hold approximately 11.8% of the outstanding
shares of Score Digital (which includes 10% that will be indirectly issued to
Rogers in connection with the Arrangement). At the Meeting, Score Media
shareholders also approved the adoption of Score Digital's stock option plan.
Score Media's application to the Ontario Superior Court of Justice to obtain
the final court order approving the Arrangement is scheduled for October 18,
2012. Assuming court approval is obtained and that all other conditions to the
Arrangement are satisfied or waived, the Arrangement is expected to become
effective on or about October 19, 2012.
Certain statements made in this news release constitute "forward-looking
statements". When used in this news release, the words "anticipate,"
"believe," "plan," "estimate," "expect," "intend," "will," "may", "potential",
"continue" and "should" or the negative thereof or other variations thereof or
comparable terminology, are intended to identify forward-looking statements.
Such forward-looking statements may include, without limitation, statements
regarding the completion of the proposed transaction and other statements that
are not historical facts. While such forward-looking statements are expressed
by Score Media, as stated in this release, in good faith and believed by the
applicable party to have a reasonable basis, they are subject to important
risks and uncertainties including, without limitation, approval of applicable
governmental authorities and necessary court approvals the satisfaction or
waiver of certain other conditions contemplated by the arrangement agreement
between Rogers and Score Media dated August 25, 2012, the inability to realize
expected synergies or cost savings, changes in applicable laws or regulations
and other risks disclosed in Score Media's public filings, any or all of which
could cause actual results to differ materially from future results expressed,
projected or implied by the forward-looking statements. As a result of these
risks and uncertainties, the proposed transaction could be modified,
restructured or not be completed, and the results or events predicted in these
forward-looking statements may differ materially from actual results or
events. These forward-looking statements are not guarantees of future
performance, given that they involve risks and uncertainties. Score Media does
not undertake any obligation to release publicly revisions to any
forward-looking statement, except as may be required under applicable
securities laws. Investors should not assume that any lack of update to a
previously issued forward-looking statement constitutes a reaffirmation of
that statement. Continued reliance on forward-looking statements is at
investors' own risk.
For further information on Score Media, visitwww.scoremedia.com or contact:
Tom Hearne Chief Financial Officer Score Media Inc. Tel: 416-977-6787 x2206
SOURCE: Score Media Inc.
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-0- Oct/15/2012 19:41 GMT
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