Big Stick Media Corporation Announces Significant Shareholders Propose to Take It Private
May 20 2010 - 9:00AM
Marketwired
Big Stick Media Corporation (TSX VENTURE: BSM) ("BSM" or the
"Company") announced today that ten (10) of its shareholders (the
"Buying Group"), holding an aggregate of 9,980,441 of BSM's common
shares, representing approximately 41.60% of all of BSM's issued
and outstanding shares (the "Common Shares"), have entered into an
agreement with BSM to acquire all of the outstanding Common Shares
not held directly, or indirectly, by the Buying Group at a price of
$0.10 cash per Common Share.
The acquisition price of $0.10 per Common Share represents a 54%
premium over the volume weighted average trading price of the
Common Shares on the TSX Venture Exchange for the twenty (20)
trading days ended on May 19, 2010, the last trading date prior to
the announcement of the proposed going private transaction. The
acquisition price also represents a 47% premium over the mid-point
of the valuation range established by the independent valuator
retained by the Special Committee of the Board of Directors of
BSM.
On March 26, 2010, the Board of Directors of BSM established a
Special Committee comprised of its independent directors, namely
Messrs. Cam DiGiorgio and Jonathan Moss, to consider the proposed
going-private transaction. On April 12, 2010 the Special Committee
formally engaged RSM Richter Inc. (the "Valuator") to prepare a
formal valuation of the Common Shares and to provide a fairness
opinion with respect to the proposed going-private transaction. The
Valuator established a valuation range of $0.060 to $0.076 per
Common Share. The Special Committee and the Board of Directors have
received an opinion from the Valuator that the acquisition price of
$0.10 per Common Share is fair, from a financial point of view, to
those BSM shareholders that are not among the Buying Group. Copies
of the formal valuation and the fairness opinion of the Valuator
will be included in the management information circular that will
be sent to BSM shareholders in connection with the annual and
special meeting to consider the proposed going private
transaction.
The Special Committee has unanimously recommended that BSM's
Board of Directors approve the proposed going-private transaction
and that the Board recommend that shareholders vote in favor of the
proposed going-private transaction. The Board of Directors of BSM
has unanimously approved, and recommends that shareholders vote in
favor of, the proposed going-private transaction. The transaction
is expected to close in July, 2010.
The going-private transaction will be effected by way of an
amalgamation between BSM and a newly-created corporation which is
wholly-owned by the Buying Group. For the amalgamation to proceed,
the special resolution authorizing the amalgamation must be
approved by at least two-thirds of the votes cast by BSM
shareholders at the shareholders' meeting called to consider the
proposed transaction. In addition, the amalgamation must also be
approved by a majority of the votes cast at the shareholders'
meeting by those BSM shareholders that are not among the Buying
Group. It is anticipated that the shareholders' meeting will be
held in early July, 2010. Full details of the going-private
transaction will be contained in a management information circular
to be mailed to BSM's shareholders. Completion of the going private
transaction is also subject to regulatory approval.
Members of the Buying Group (with their respective corresponding
controlling shareholders in parentheses) are BMX Entertainment S.A.
(Karen Molnar), Suplitodo S.A. (Pedro Mesen), CVR Investments Ltd.
(Jonathan Salazar), SGR Investments Ltd. (Rattia Ouares), Townson
Holdings Ltd. (Marianelle Zeledon Segura), Quality Investments S.A.
(Karen Molnar), Distribuidora Gravot S.A. (Andres M. Sanchez),
Corporation Guiya S.A. (Ramses Owens), Clarence Gary Austin and
Keen Sing Enterprises (Robert Montgomery).
As at the date hereof BSM has 23,992,020 issued and outstanding
common shares.
About Big Stick Media Corporation
Additional information about BSM is available under the
company's profile at www.sedar.com.
Cautionary Statement
This press release may contain certain forward-looking
statements with respect to the Company. These forward-looking
statements, by their nature, involve risks and uncertainties that
could cause actual results to differ materially from those
contemplated. We consider the assumptions on which these
forward-looking statements are based to be reasonable, but caution
the reader that these assumptions regarding future events, many of
which are beyond our control, may ultimately prove to be incorrect.
There can be no assurance that such statements will prove to be
accurate and actual results and future events could differ
materially from those anticipated in such statements. Important
factors that could cause actual results to differ materially from
Big Stick Media Corporation's expectations are various risks
detailed from time to time in the filings made by Big Stick Media
Corporation with securities regulations.
Neither the TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in the policies of the TSX
Venture Exchange) accepts responsibility for the adequacy and
accuracy of this release.
Contacts: Big Stick Media Corporation Christopher S. Kape Chief
Executive Officer (604) 630-6550 ext. 111
chris@bigstickmedia.com
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