Kaboose Receives Approval from the Ontario Superior Court for Plan of Arrangement



    TORONTO, May 25 /CNW/ - Kaboose Inc. (TSX: KAB), one of the largest
family-focused media companies in the world, today received approval from the
Ontario Superior Court of Justice of its statutory plan of arrangement under
section 182 of the Business Corporations Act (Ontario) (the "Arrangement").
The plan of arrangement was previously approved by the shareholders of Kaboose
at a special meeting held on May 21, 2009.

    
    Plan of Arrangement

    With the Court's approval of the Arrangement:
    -   Kaboose will sell substantially all of its North American assets to
        Disney Online for approximately $23.3 million in cash (subject to a
        working capital adjustment) (the "North American Transaction"). It is
        expected that the North American Transaction will close on June 1,
        2009, following the closing, on the same day, of the sale of
        Kaboose's UK subsidiary, Kaboose Acquisition (UK) Company, to Romeo
        Bidco Limited, an affiliate of Barclays Private Equity Limited, for a
        purchase price of (pnds stlg)54 million in cash less third-party debt
        outstanding at closing (expected to be approximately (pnds stlg)10
        million) (the "UK Transaction"); and

    -   Following the completion of a court-approved creditor claims process
        and liquidation, pursuant to which Kaboose expects to distribute
        approximately $0.65 in aggregate per common share to shareholders,
        Kaboose will be dissolved. The first distribution, following the
        completion of the creditor claims process, is expected to occur
        during the third quarter of 2009, depending on the nature of claims
        that are made during the creditor claims process. To the extent that,
        among other things: (i) transaction and wind-up costs; (ii) Kaboose's
        net cash position at closing of the UK Transaction and North American
        Transaction; (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 common share. Accordingly, Kaboose
        can give no assurances as to the total amount or timing of
        distributions to shareholders.
    

    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
UK Transaction, the North American Transaction, 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, forecasts
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-fulfillment of conditions
precedent and the availability of termination rights under the transaction
agreements relating to the UK 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: Jonathan Pollack, Chief Financial Officer, TEL:
(416) 593-3000, FAX: (416) 593-4658

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KABOOSE INC.

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