Score Media Inc. Shareholders Approve Plan of Arrangement with
Rogers Media Inc.
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.
Forward-Looking Statements
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.
SOURCE Score Media Inc.