WASHINGTON, DC, April 14, 2016 /CNW/ - As previously announced on February 26, 2016, Cricket Media Group Ltd. ("Cricket Media") (TSXV: CKT) has entered into a definitive arrangement agreement (the "Arrangement Agreement") with Cricket Acquisition Group, Inc. ("CAG") pursuant to which CAG will acquire (the "Acquisition") all of the issued and outstanding voting common shares, restricted voting common shares and Series A preferred shares of Cricket Media (the "Cricket Shares"), as well as the 5% secured convertible debentures of Cricket Media issued pursuant to a trust indenture dated January 21, 2016 (the "New Convertible Debentures").
The Acquisition will be completed by way of a plan of arrangement (the "Arrangement"). Pursuant to the Arrangement, (i) all of the issued and outstanding Cricket Shares, other than those Cricket Shares held by Members of CAG (as defined below) will be purchased by CAG for a purchase price of Cdn$0.14 per Cricket Share; (ii) certain holders of Cricket Shares, who have entered into roll-over and investment agreements with CAG (the "Members of CAG") will receive securities of CAG in exchange for the Cricket Shares held by such shareholders; and (iii) holders of New Convertible Debentures will receive secured convertible debentures of CAG (the "CAG Debentures") having the terms described in the management information circular of Cricket Media dated March 17, 2016, in a principal amount equal to US$1.00 of CAG Debentures for each US$1.00 principal amount of New Convertible Debentures held.
Cricket Media is pleased to announce that, at a special meeting of the holders of Cricket Shares and New Convertible Debentures held today (the "Meeting"), the holders of Cricket Shares and New Convertible Debentures approved the requisite special resolution in respect of the Arrangement.
It is anticipated that the Acquisition will be completed on or about April 21, 2016, subject to satisfaction or waiver of all conditions to closing set out in the Arrangement Agreement.
Trading of the voting common shares of Cricket Media is currently halted and will remain halted pending delisting, which is anticipated to occur subsequent to the closing of the Acquisition.
About Cricket Media Group Ltd.
Cricket Media Group Ltd. (TSXV:CKT) is an education media company that provides award-winning content on a safe and secure learning network for children, families and teachers across the world. Cricket Media's 11 popular media brands for toddlers to teens include Babybug, Ladybug, Cricket® and Cobblestone®. The Company's innovative web-based K12 tools for school and home include the ePals community and virtual classroom for global collaboration as well as In2Books®, a Common Core eMentoring program that builds reading, writing and critical thinking skills. Cricket Media serves approximately one million classrooms and millions of teachers, students and parents in over 200 countries and territories through its platform and NeuPals, its joint venture with China's leading IT services company Neusoft. Cricket Media also licenses its content and platform to top publishing and educational companies worldwide. For more information, please visit www.cricketmedia.com.
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This press release contains information that is forward-looking information within the meaning of applicable securities laws. In some cases, forward-looking information can be identified by the use of terms such as "may", "will", "should", "expect", "plan", "anticipate", "believe", "intend", "estimate", "predict", "potential", "continue" or the negative of these terms or other similar expressions concerning matters that are not historical facts and include statements regarding expectations regarding whether a transaction will be consummated, including whether conditions to the consummation of the transaction will be satisfied, or the timing for completing the transaction.
Forward-looking information by its nature necessarily involves risks and uncertainties and other factors which may cause actual results, performance or achievements to be materially different from any future events, performance or achievements expressed or implied by such forward-looking information. If any of these risks or uncertainties were to materialize or if the factors and assumptions underlying the forward-looking information were to provide incorrect, actual results could vary materially from those that are expressed or implied by such forward-looking information.
Risks and uncertainties regarding Cricket Media are described in Cricket Media's Management's Discussion and Analysis for the year ended December 31, 2014 which is available on SEDAR at www.sedar.com. Each of Cricket Media and the Purchaser disclaims any intention or obligation, other than those required by securities laws, to update or revise any forward-looking information.
SOURCE Cricket Media Inc.
For further information: Aric Holsinger, Chief Financial Officer, Cricket Media Group Ltd., Phone: (703) 885-3400, email@example.com; Cory Pala, Investor Relations, E.vestor Communication Inc., Phone: (416) 657-2400, firstname.lastname@example.org