Score Media Inc. Completes Plan of Arrangement
TORONTO, Oct. 19, 2012 /CNW/ - Score Media Inc. (TSX: SCR)
("Score Media") is pleased to announce that it has completed its
previously announced plan of arrangement (the "Arrangement")
pursuant to which (i) Rogers Media Inc. has acquired the television
business of Score Media via an acquisition of all of the
outstanding shares of Score Media; and (ii) the digital media
business of Score Media has been spun-out to Score Media's
shareholders as a new corporation named theScore, Inc. ("Score
Digital").
Under the plan of 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 Score Digital; and
(iii) in respect of each Special Voting Share of Score Media held,
one Special Voting Share of Score Digital.
Score Media shareholders who hold their shares
through a broker or other financial intermediary will receive
payment of the consideration for their shares through the broker or
other financial intermediary, following the deposit by the broker
or financial intermediary of share certificates with Valiant Trust
Company, the depositary for the plan of arrangement.
Shareholders who hold their shares in registered form will receive
payment of the consideration following the deposit of their Score
Media share certificates with the depositary in accordance with the
instructions contained in the letter of transmittal previously sent
to registered shareholders.
Score Media also announced that the TSX Venture
Exchange ("TSXV") has conditionally approved the listing of the
Class A Subordinate Voting Shares of Score Digital on the TSXV on a
date to be determined, subject to satisfying certain customary
requirements of the TSXV.
With the completion of the plan of arrangement,
Score Media anticipates that the Class A Subordinate Voting Shares
will cease to be listed for trading on the Toronto Stock Exchange
at the close of business October 23,
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 the
listing of the Class A Subordinate Voting Shares of Score Digital
on the TSXV, the delisting of the Class A Subordinate Voting Shares
of Score Media on the Toronto Stock Exchange 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, the TSXV, the Toronto Stock Exchange,
changes in applicable laws or regulations. As a result of these
risks and uncertainties, the Class A Subordinate Voting Shares of
Score Digital may not become listed on the TSXV, the Class A Voting
Shares of Score Media may be delisted at a later date 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.