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.
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.For further information:
For further information on Score Media, visit www.scoremedia.com or contact:
Chief Financial Officer
Score Media Inc.
Tel: 416-977-6787 x2206