Kaboose Announces the Sale of its UK operations to Funds Managed by Barclays Private Equity Limited and its North American Business to Disney Online



    Gross Proceeds Expected to be Approximately $120 million

    TORONTO, April 1 /CNW/ - Kaboose Inc. (TSX: KAB), one of the largest
family-focused media companies in the world, today announced that it has
entered into two separate agreements which together will effect the sale of
substantially all of its assets. Following the completion of these two
transactions, Kaboose intends on distributing the resulting net proceeds to
its shareholders. The Company expects that such net proceeds will result in
approximately $0.65 per share being distributed to shareholders in the months
following completion of the transactions, which distributions represent
approximately a 70% premium to the thirty-day average closing price of
Kaboose's stock on the Toronto Stock Exchange.
    The two agreements will effect the sale of the Company's UK business,
being Bounty Group Limited, to a company controlled by funds managed by
Barclays Private Equity Limited ("BPE") and the sale of the Company's North
American business to Disney Online, a unit of Disney Interactive Media Group
segment.
    Jason DeZwirek, Chairman and Chief Executive Officer of Kaboose, said,
"2008 was a difficult year for many businesses and shareholders, and Kaboose
was no exception. With the fundamental shift in the sentiment of the capital
markets in general and in the media and advertising sectors in particular, and
having been approached by several large international media companies and
global private equity institutions interested in our business, we felt
compelled to re-examine our long-term plan. With the advice of our financial
advisors, the Company's Board of Directors determined that Kaboose could
divest its assets and realize significantly greater value than we could
deliver as an independent public media company in the foreseeable future."
    Rob Myers, Director of Barclays Private Equity, a division of Barclays
Bank PLC, said "We are excited by the opportunity to acquire Bounty. We
believe that the unique nature of the Bounty model represents a genuinely
attractive investment opportunity. The key strengths of the business and the
support that Bounty provides to new mothers remains as relevant in the current
economic environment as it has done over the last 50 years. We look forward to
working with the highly experienced Bounty management team to further develop
the business."
    Paul Yanover, Executive Vice-President and Managing Director of Disney
Online, stated "This acquisition strengthens our position as a top
entertainment destination for kids and families, and a trusted online resource
for parents. These new Web properties complement Disney Online's
category-leading kids and family sites, broadening our audience and infusing
an array of new content into our sites, particularly in the baby and mom
categories."

    Sale of UK Business

    Kaboose has entered into an agreement dated March 31, 2009 with BPE
pursuant to which it has agreed to sell all of the issued and outstanding
share capital of its UK subsidiary through which it owns Bounty Group Limited,
the UK's largest parenting club and the leading family destination online in
the UK (the "Bounty Transaction"). The purchase price payable to Kaboose under
the terms of the Bounty Transaction is (pnds stlg)54 million (approximately
$97 million) in cash less third-party debt outstanding on closing which is
expected to be approximately (pnds stlg)10 million (approximately $18
million). Closing of the Bounty Transaction is conditional on obtaining
Kaboose shareholder approval and other customary conditions. The agreement
between Kaboose and BPE provides for, among other things, a non-solicit
covenant by Kaboose subject to customary provisions that entitle Kaboose to
consider and accept a superior proposal relating to Bounty or all of the
assets or share capital of Kaboose, and the payment by Kaboose to BPE of a
termination payment of (pnds stlg)0.9 million if the Bounty Transaction is not
completed as a result of a superior proposal.

    Sale of North American Business

    Kaboose has entered into an agreement dated March 31, 2009 with Disney
Online, a unit of Disney Interactive Media Group segment pursuant to which it
has agreed to sell substantially all of its North American assets, including
all of its online media properties and related businesses (the "North American
Transaction"). The purchase price payable to Kaboose pursuant to the North
American Transaction is $23.3 million subject to a working capital adjustment.
Closing of the North American Transaction is conditional on the closing of the
Bounty Transaction, obtaining Kaboose shareholder approval, court approval and
other customary conditions, including receipt of any necessary regulatory
approval. The agreement between Kaboose and Disney Online provides for, among
other things, a non-solicitation covenant by Kaboose, subject to customary
provisions that entitle Kaboose to consider and accept a superior proposal in
respect of a purchase of its North American assets or all of the assets or
share capital of Kaboose, a right in favour of Disney Online to match any
superior proposal and the payment by Kaboose to Disney Online of a termination
payment of $465,000 if the North American Transaction is not completed as a
result of the superior proposal.

    Other Information

    Kaboose shareholders will be asked to approve the Bounty Transaction and
the North American Transaction at an annual and special meeting of
shareholders which is expected to occur in May 2009 (the "Meeting"). The board
of directors of the Company has unanimously recommended that shareholders vote
in favour of each of the transactions at the Meeting. Shareholders will vote
on each transaction separately and each vote will require the approval of
two-thirds of Kaboose shareholders present in person or by proxy. Mr. DeZwirek
has agreed with BPE to vote the shares controlled by him in favour of the
Bounty Transaction and each of the directors and senior officers of Kaboose
(including Mr. DeZwirek) have indicated to the Company that they intend on
voting all their shares owned or controlled in favour of the North American
Transaction. The Bounty Transaction and the North American Transaction are
each expected to close within approximately 60 days.
    The North American Transaction will be completed pursuant to a plan of
arrangement under the Canada Business Corporations Act, which will also
include a process to wind-up Kaboose following the completion of a
court-approved claims procedure. In connection with the wind-up of Kaboose, it
is expected that approximately $0.65 in aggregate per common share will be
distributed to shareholders of record in two or more distributions, which will
include the cash proceeds realized under the Bounty Transaction and the North
American Transaction less any payments made in respect of Kaboose's remaining
ongoing costs and liabilities. The first distribution is expected to occur in
the third quarter of 2009, following completion of a claims procedure that
will be established under the supervision of an Ontario court. It is expected
that following the distributions, Kaboose's common shares will be cancelled
and de-listed from the TSX. It is anticipated that the wind-up of Kaboose will
be completed by the end of the first quarter of 2010, although the ultimate
timing of each distribution and the wind-up of Kaboose may vary from what is
expected. In addition, to the extent that, among other things: (i) transaction
and wind-up costs; (ii) Kaboose's net cash position at closing; (iii) the
absence of unidentified claims; (iv) working capital of the North American
business at the time of closing; or (v) foreign exchange rates are different
than assumptions made by management, shareholders may receive aggregate
distributions amounting to less than $0.65 per share. Accordingly, Kaboose can
give no assurances as to the total amount and timing of distributions to
Kaboose's shareholders.
    Each of these two transactions was entered into following a sales process
undertaken by Kaboose and supervised by its Board of Directors with the
assistance of the Company's financial advisors, Allen & Company LLC and GMP
Securities L.P. As part of this sales process, Kaboose entertained proposals
from a number of potential purchasers of the Company as a whole, and of the UK
business and the North American business separately. The Board of Directors of
Kaboose has received separate fairness opinions dated March 31, 2009 from each
of Allen & Company LLC and GMP Securities L.P. to the effect that each of the
Bounty Transaction and the North American Transaction is fair, from a
financial point of view, to Kaboose and that the expected distributions of
approximately $0.65 in cash per common share is fair, from a financial
point-of-view, to shareholders of Kaboose.
    For the purposes of calculating amounts in connection with the Bounty
Transaction, management of Kaboose have used a rate of exchange for the
British Pound against the Canadian Dollar of (pnds stlg)1.00 = CAD$1.8.
    Copies of the definitive agreements relating to the Bounty Transaction
and the North American Transaction will be filed with the Canadian securities
regulatory authorities and will be available at the Canadian SEDAR website at
www.sedar.com. A management proxy circular in respect of the Meeting is
expected to be mailed to shareholders in April 2009.

    About Kaboose Inc.

    Kaboose Inc. is a global media company fully dedicated to meeting the
needs of moms and their families. Kaboose ranks as one of the world's top five
family destinations and is a respected leader in the online parenting category
in three of the largest English speaking countries - the United States, Canada
and the United Kingdom. Kaboose provides parents with an extensive array of
relevant information, resources, tools and community that support their
efforts during the parenting life cycle. Kaboose's websites include its
award-winning flagship, Kaboose.com, which gives moms the tools they need to
plan an active, healthy and rewarding family life; Bounty, the UK's favourite
parenting club, providing information, support and products for young
families; BabyZone.com, serving the needs of expectant and new moms;
ParentZone.com, a family-focused local resource and event site;
AmazingMoms.com, providing simple and easy solutions for birthday parties,
family crafts and special occasions; and Funschool.com which promotes learning
while helping kids have fun. Kaboose trades on the Toronto Stock Exchange
under the symbol "KAB".

    CAUTION REGARDING FORWARD-LOOKING STATEMENTS

    This document may contain forward-looking statements or future-oriented
financial information (together "forward-looking statements") relating to the
Bounty Transaction, the North American Transaction, future distributions to
shareholders and the amounts of such distributions, Kaboose's business,
strategy, operations or to the environment in which it operates, which are
based on the Kaboose's current expectations, operations, estimates, forecasts
and projections. While Kaboose considers these expectations, estimates,
forecases and projections to be reasonable based on information currently
available, they may prove to be incorrect. These statements are not guarantees
of future performance and involve risks and uncertainties that are difficult
to predict, and/or are beyond Kaboose's control. A number of important factors
could cause actual outcomes and results to differ materially from those
expressed in these forward-looking statements, including among other things,
the availability and receipt of necessary approvals, the potential
non-fulfilment of conditions precedent and the availability of termination
rights under the transaction agreements relating to the Bounty Transaction or
the North American Transaction, foreign currency exchange rates, interest
rates and the nature and extent of Kaboose's liabilities. For other potential
risk factors which may impact Kaboose, readers are directed to Kaboose's
annual information form dated March 31, 2009 for the year ending December 31,
2008, which is available under Kaboose's profile at www.sedar.com. Readers
should not place any undue reliance on such forward-looking statements.
Kaboose disclaims any intention or obligation to update or revise any
forward-looking statements, whether as a result of new information, future
events or otherwise.





For further information:

For further information: Jason DeZwirek, Chairman and Chief Executive
Officer; Jonathan Pollack, Chief Financial Officer, TEL: (416) 593-3000, FAX:
(416) 593-4658

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KABOOSE INC.

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