Glacier and GVIC Complete Plan of Arrangement
March 31 2021 - 6:37PM
Glacier Media Inc. (TSX: GVC) (“Glacier”) and GVIC Communications
Corp. (TSX: GCT) (“GVIC”) today jointly announced that the
previously announced plan of arrangement (the “Arrangement”)
pursuant to which Glacier will acquire all of the Class B voting
common shares (“GVIC B Shares”) and Class C non-voting shares
(“GVIC C Shares”) of GVIC not currently held by Glacier and its
subsidiary, or by a wholly-owned limited partnership of GVIC will
be effective at 11:59 PM today (the “Effective Time”). As of the
Effective Time, shareholders of GVIC are entitled to receive, for
each GVIC Share held, 0.8 of a common share of Glacier (“Glacier
Share”).
The Arrangement was approved by shareholders of
GVIC at a special meeting of shareholders held on March 17, 2021
and by the Supreme Court of British Columbia on March 22, 2021.
It is expected that the GVIC B Shares and the
GVIC C Shares will each be delisted from the Toronto Stock Exchange
(“TSX”) on or about April 6, 2021. The Glacier Shares will continue
to trade on the TSX under the symbol “GVC”.
INFORMATION FOR GVIC
SHAREHOLDERS
Registered holders of GVIC Shares are reminded
that they must properly complete, sign and return the letter of
transmittal to Computershare Investor Services Inc., as depositary,
in order to receive the Glacier Shares they are entitled to in
connection with the Arrangement. Holders of GVIC Shares who hold
their shares through a broker, investment dealer or other
intermediary should carefully follow the instructions provided by
such broker, investment dealer or other intermediary in order to
receive the Glacier Shares they are entitled to in connection with
the Arrangement. GVIC shareholders who have questions or require
assistance with submitting their GVIC B Shares or GVIC C Shares may
direct their questions to Computershare Investor Services Inc., by
telephone at 1-800-564-6253 (toll free in Canada and the United
States) or 514-982-7555 (international direct dial) or by email at
corporateactions@computershare.com.
The Toronto Stock Exchange has neither reviewed
nor accepts responsibility for the adequacy or accuracy of this
news release.
FORWARD LOOKING STATEMENTS
This news release contains forward-looking
statements that relate to, among other things, GVIC and Glacier’s
objectives, goals, strategies, intentions, plans, beliefs,
expectations and estimates. These forward-looking statements
include, among other things, statements relating to GVIC and
Glacier’s expectations regarding the time of the Effective Time,
the delisting of the GVIC Shares from the TSX, reduction of costs,
the effect of marketing efforts, any increase in market demand and
the ability to resolve intercompany loans. These forward-looking
statements are based on certain assumptions, including the
implementation of cost reductions and marketing efforts, resolution
of intercompany loans, the time of the Effective Time and the
delisting of the GVIC Shares from the TSX, which are subject to
risks, uncertainties and other factors which may cause results,
performance or achievements of GVIC and Glacier to be materially
different from any future results, performance or achievements
expressed or implied by such forward-looking statements, and undue
reliance should not be placed on such statements.
Important factors that could cause actual
results to differ materially from these expectations include
failure to implement or achieve intended results from cost
reduction and marketing efforts, to resolve intercompany loans,
failure to achieve the Effective Time, failure to delist the GVIC
Shares from the TSX, general economic, business and political
conditions, including changes in the financial markets, changes in
applicable laws, failure to implement or achieve the intended
results from cost reduction and marketing initiatives, the failure
to resolve intercompany loans and the other risk factors listed in
each of GVIC and Glacier’s Annual Information Forms under the
heading “Risk Factors” and in their respective MD&A under the
heading “Business Environment and Risks”, many of which are out of
GVIC and Glacier’s control. These other risk factors include, but
are not limited to, the impact of Coronavirus, that future cash
flow from operations and the availability under existing banking
arrangements are believed to be adequate to support financial
liabilities and that GVIC expects to be successful in its objection
with CRA, the ability of Glacier and GVIC to sell advertising and
subscriptions related to its publications, foreign exchange rate
fluctuations, the seasonal and cyclical nature of the agricultural
and energy sectors, discontinuation of government grants, general
market conditions in both Canada and the United States, changes in
the prices of purchased supplies including newsprint, the effects
of competition in Glacier’s and GVIC’s markets, dependence on key
personnel, integration of newly acquired businesses, technological
changes, tax risk, financing risk, debt service risk and
cybersecurity risk.
The forward-looking statements made in this news
release relate only to events or information as of the date on
which the statements are made. Except as required by law, neither
GVIC nor Glacier undertakes any obligation to update or revise
publicly any forward-looking statements, whether as a result of new
information, future events or otherwise, after the date on which
the statements are made or to reflect the occurrence of
unanticipated events.
ABOUT GLACIER
Glacier Media Inc. is an information &
marketing solutions company pursuing growth in sectors where the
provision of essential information and related services provides
high customer utility and value. Glacier’s products and services
are focused in two areas: 1) data, analytics and intelligence; and
2) content & marketing solutions.
ABOUT GVIC
GVIC Communications Corp. is an information
& marketing solutions company pursuing growth in sectors where
the provision of essential information and related services
provides high customer utility and value. GVIC’s products and
services are focused in two areas: 1) data, analytics and
intelligence; and 2) content & marketing solutions.
FOR FURTHER INFORMATION PLEASE
CONTACT:
Mr. Orest Smysnuik, Chief Financial Officer,
Glacier Media Inc. 604-708-3264. Mr. Jon Kennedy, President &
Chief Executive Officer, GVIC Communications Corp.
604-708-3276.
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