Big Stick Media Corporation Announces That Significant Shareholders Have Entered Into Support Agreement With Liberty Fun Assets,
May 28 2010 - 2:14PM
Marketwired
Big Stick Media Corporation (TSX VENTURE: BSM) ("BSM" or the
"Company") announced today that it has been advised that 2242823
Ontario Incorporated ("Acquisitionco") has entered into a support
agreement (the "Support Agreement") with Liberty Fun Assets, LLC
("Liberty") pursuant to which Liberty has agreed to vote in favour
of the proposed amalgamation of Acquisitionco and BSM. The Support
Agreement remains in effect until the earlier of: (i) the
completion of the proposed amalgamation; and (ii) thirty (30) days
following the termination of the acquisition agreement between BSM
and Acquisitionco. Liberty is BSM's largest shareholder; according
to its public filings holding 4,500,000 common shares of BSM,
representing approximately 18.76% of the outstanding common shares
(the "Common Shares").
On May 19, 2010, BSM announced that ten of its shareholders (the
"Buyers"), holding an aggregate of approximately 9.98 million
Common Shares, representing approximately 41.60% of all of BSM's
Common Shares, had entered into an agreement with BSM to acquire
all of the outstanding Common Shares not held directly or
indirectly by the Buyers at a price of $0.10 cash per Common
Share.
The going-private transaction (the "GPT") will be effected by
way of an amalgamation between BSM and Acquisitionco, which is
wholly-owned by the Buyers. 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 by BSM's minority shareholders at such meeting.
It is anticipated that the meeting will be held in early July,
2010. Full details of the GPT will be contained in a management
information circular to be mailed to BSM's shareholders. Completion
of the GPT is also subject to regulatory approval.
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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