Score Media and Gaming Inc. (“theScore” or the “Company”) (TSX:
SCR) today announced the launch of a marketed public offering of
theScore’s Class A Subordinate Voting Shares (“Class A Shares”) in
the United States and Canada, representing theScore’s initial
public offering in the United States.
In connection with the initial public offering of the Class A
Shares in the United States, theScore has filed an application to
list the Class A Shares on the Nasdaq Global Select Market (the
“Nasdaq”) under the symbol “SCR”. Trading of the Class A Shares is
expected to commence on the Nasdaq following pricing of the
offering. The Class A Shares will continue to trade on the Toronto
Stock Exchange (the “TSX”) under the symbol “SCR”.
A total of 5,000,000 Class A Shares will be offered for sale by
the Company in the offering, which will be conducted through a
syndicate of underwriters led by Morgan Stanley, Credit Suisse,
Canaccord Genuity and Macquarie Capital, as joint book-running
managers. The offering will be priced in the context of the market
with terms, including price per share, to be determined at the time
of entering into an underwriting agreement with the
underwriters.
The Company will grant the underwriters an over-allotment
option, exercisable for a period of 30 days from the date of the
closing of the offering, to purchase up to an additional 15% of the
total number of Class A Shares to be sold pursuant to the
offering.
The Company currently expects that the net proceeds of the
offering will be used to fund working capital and other general
corporate purposes, including the continued growth and expansion of
theScore Bet’s operations in the United States and Canada by
supporting the multi-jurisdiction deployment and operation of
theScore Bet and user acquisition and retention in jurisdictions
where theScore is, or will be, operating.
The offering is subject to entering into a satisfactory
underwriting agreement with the underwriters, which will include
customary closing conditions, including with respect to the listing
of the Class A Shares on the Nasdaq and the TSX.
In connection with the offering, theScore filed a preliminary
prospectus supplement to its base shelf prospectus with the
securities regulatory authorities in each of the provinces of
Canada, other than Québec. The preliminary prospectus supplement
and a base shelf prospectus have also been filed with the U.S.
Securities and Exchange Commission as part of a registration
statement on Form F-10. The public offering will be made in Canada
only by means of the base shelf prospectus and preliminary
prospectus supplement and in the United States only by means of the
registration statement, including the base shelf prospectus and
preliminary prospectus supplement. Such documents contain important
information about the offering. Copies of the base shelf prospectus
and the preliminary prospectus supplement can be found on SEDAR at
www.sedar.com and a copy of the registration statement, base shelf
prospectus and the preliminary prospectus supplement can be found
on EDGAR at www.sec.gov. Copies of such documents may also be
obtained from any of the following sources: Morgan Stanley, Attn:
Prospectus Department - 180 Varick Street, 2nd Floor - New York, NY
10014; Credit Suisse Securities (USA) LLC, Attention: Prospectus
Department, 6933 Louis Stephens Drive, Morrisville, North Carolina
27560, telephone: 1-800-221-1037 or by email
usa.prospectus@credit-suisse.com; Canaccord Genuity LLC, Attention:
Syndicate Department, 99 High Street, 12th Floor, Boston MA 021990,
by email at prospectus@cgf.com; and Macquarie Capital (USA) Inc.,
Attention: Equity Syndicate Department, 125 West 55th Street, New
York, NY 10019, or by email at
MacquarieEquitySyndicateUSA@macquarie.com.
Prospective investors should read the base shelf prospectus and
the preliminary prospectus supplement as well as the registration
statement before making an investment decision.
A registration statement relating to the Class A Shares has been
filed with the U.S. Securities and Exchange Commission but has not
yet become effective. The Class A Shares may not be sold nor may
offers to buy be accepted prior to the time the registration
statement becomes effective. No securities regulatory authority has
either approved or disapproved the contents of this press release.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of the
Class A Shares in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to the registration or
qualification under the securities laws of any such
jurisdiction.
About Score Media and Gaming Inc.
Score Media and Gaming Inc. empowers millions of sports fans
through its digital media and sports betting products. Its media
app ‘theScore’ is one of the most popular in North America,
delivering fans highly personalized live scores, news, stats, and
betting information from their favorite teams, leagues, and
players. The Company’s sports betting app ‘theScore Bet’ delivers
an immersive and holistic mobile sports betting experience and is
currently available to place wagers in New Jersey, Colorado,
Indiana and Iowa. Publicly traded on the Toronto Stock Exchange
(SCR), theScore also creates and distributes innovative digital
content through its web, social and esports platforms.
Forward-Looking Statements
Statements made in this news release that relate to future
plans, events or performances are forward-looking statements. Any
statement containing words such as “may”, “would”, “could”, “will”,
“believes”, “plans”, “anticipates”, “estimates”, “expects” or
“intends” and other similar statements which are not historical
facts contained in this release are forward looking, and these
statements involve risks and uncertainties and are based on current
expectations. Such statements reflect theScore’s current views with
respect to future events and are subject to certain risks,
uncertainties and assumptions. Many factors could cause the
Company’s actual results, performance or achievements to be
materially different from any future results, performance or
achievements that may be expressed or implied by such forward
looking statements, including among other things, the proposed U.S.
initial public offering of the Class A Shares and the listing of
the Class A Shares on the Nasdaq, the enactment of enabling
legislation and regulations in the jurisdictions in which the
Company operates, or intends to operate, to facilitate online
gaming, including (without limitation) the enactment of federal
legislation in Canada to permit single event sports wagering
(including the timing of such legislation and regulations being
passed and proclaimed in force (if at all) and the terms and
conditions imposed in such legislation and regulations on
applicable industry participants), the Company’s receipt of all
relevant licences and approvals under the applicable legislation
and regulations (as applicable) of the jurisdictions in which the
Company operates, or intends to operate, the rate of adoption of
online gaming in Canada and other jurisdictions, as permitted by
applicable legislation and/or regulations, and those factors which
are discussed under the heading “Risk Factors” in the Company’s
current Annual Information Form, dated October 28, 2020, as filed
with applicable Canadian securities regulatory authorities and
available on SEDAR under the Company’s profile at www.sedar.com and
as filed with the U.S. Securities and Exchange Commission and
available on EDGAR under the Company’s profile at www.sec.com, and
elsewhere in documents that theScore files from time to time with
such securities regulatory authorities, including its relevant
Management’s Discussion & Analysis of the financial condition
and results of operations of the Company. Should one or more of
these risks or uncertainties materialize, or should assumptions
underlying the forward-looking statements prove incorrect, actual
results could differ materially from the expectations expressed in
these forward-looking statements. The Company does not intend, and
does not assume any obligation, to update these forward-looking
statements except as required by applicable law or regulatory
requirements.
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version on businesswire.com: https://www.businesswire.com/news/home/20210222005908/en/
Investor Relations: Alvin Lobo Chief Financial Officer Score
Media and Gaming Inc. Tel: 416-479-8812 Email: IR@thescore.com
Richard Land, James Leahy JCIR Tel: 212-835-8500 Email:
scr@jcir.com
Media Relations: Dan Sabreen Director, Communications Score
Media and Gaming Inc. Tel: 917-722-3888 ext. 706 Email:
dan.sabreen@thescore.com
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