TORONTO, Oct. 23, 2012 /CNW/ - theScore, Inc. (TSXV: SCR) ("Score Digital") is
pleased to announce that effective at the opening of trading on Wednesday,
October 24, 2012, the Class A Subordinate Voting Shares (the "Class A Shares")
of Score Digital will be listed and posted for trading on the TSX Venture
Exchange under the symbol "SCR".
Pursuant to the arrangement agreement dated August 25, 2012 (the "Arrangement
Agreement") between Score Media Inc. ("Score Media") and Rogers Media Inc.
("Rogers Media"), Score Media completed a court approved plan of arrangement
(the "Arrangement") under Section 192 of the Canada Business Corporations Act
on October 19, 2012 pursuant to which (i) Rogers Media acquired the television
business of Score Media via an acquisition of all of the outstanding shares of
Score Media; and (ii) the shares of Score Digital, a corporation formed to
hold the digital media business of Score Media, were spun-out to Score Media's
Upon completion of the Arrangement, Score Digital had 95,015,276 Class A
Shares and 5,566 Special Voting Shares issued and outstanding.
Immediately prior to the completion of the Arrangement, Score Media
contributed $11,593,543 in cash to Score Digital. Of the $11,593,543
received by Score Digital, $1,800,000 is being held in escrow until October
19, 2013, to satisfy certain indemnification obligations that, in connection
with the separation of the television and digital media businesses, may become
owing by Score Digital.
The general Canadian federal income tax consequences of the Arrangement are
summarized under "Certain Canadian Federal Income Tax Considerations" in the
management information circular of Score Media dated September 14, 2012 (the
"Circular") a copy of which has been posted on SEDAR (www.sedar.com) under
Score Media's Issuer Profile, including the treatment of Class A Shares
distributed to former Score Media shareholders. In particular, for Canadian
federal income tax purposes, the determination of the income tax consequences
to former Score Media shareholders depends on the fair market value of the
Class A Shares. The Board of Directors of Score Digital are of the view that
the fair market value of a Class A Share of Score Digital as at the effective
time of the Arrangement was $0.16, which is less than the paid-up capital
attributable to each Class A Subordinate Voting Share of Score Media
immediately before such time for Canadian federal income tax purposes. This
determination of fair market value is not binding on the Canada Revenue Agency.
For further information with respect to the Arrangement, please refer to the
Circular. Appendix E to the Circular contains information relating to Score
Digital and its business operations. Further information with respect to Score
Digital and its business operations can be found in Score Digital's Listing
Application dated October 17, 2012, a copy of which has been posted on SEDAR
under Score Digital's Issuer profile.
About Score Digital
Score Digital creates, aggregates and distributes sports content via
established and emergent digital media assets, including mobile sports
applications and its website, theScore.com. Score Digital's mission is to
create the ultimate digital service for sports fans across web and mobile
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
that are not historical facts. While such forward-looking statements are
expressed by Score Digital in good faith and believed to have a reasonable
basis, they are subject to important risks and uncertainties including, the
likelihood of any indemnification claims made by Score Media against Score
Digital, the availability to Score Digital of those funds being held in escrow
to satisfy certain indemnification claims, and changes in applicable laws or
regulations. As a result of these risks and uncertainties, 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 Digital 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 an investor's own risk.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that
term is defined in policies of the TSX Venture Exchange) accepts
responsibility for the adequacy or accuracy of this release.
For more information about Score Digital, please contact:
Tom Hearne Chief Financial Officer theScore, Inc. (416) 977-6787 ext. 2206
SOURCE: theScore, Inc.
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CO: theScore, Inc.
NI: INTERNET SPORTS
-0- Oct/23/2012 23:19 GMT
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