Kaboose Reports On Annual And Special Shareholders' Meeting



    
    Sale of UK Subsidiary, North American Assets and Plan of Arrangement
    Approved
    

    TORONTO, May 21 /CNW/ - Kaboose Inc. (TSX: KAB), one of the largest
family-focused media companies in the world, held its annual and special
meeting of shareholders today in Toronto (the "Meeting").

    Results of the Meeting

    
    At the Meeting, Kaboose shareholders voted to:

    -   Approve 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") (over 99%
        of the common shares cast at the Meeting in person or by proxy were
        voted in favour of the UK Transaction);

    -   Approve the statutory plan of arrangement pursuant to section 182 of
        the Business Corporations Act (Ontario) (the "Arrangement") whereby:

        -  Subject to final court approval of the Arrangement, which is
           expected to be obtained on May 25, 2009, 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")

        -  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. 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
           of distributions to shareholders

        (over 99% of the common shares cast at the Meeting in person or by
        proxy were voted in favour of the Arrangement);

    -   Approve the continuance of Kaboose under the Business Corporations
        Act (Ontario) (over 99% of the common shares cast at the Meeting in
        person or by proxy were voted in favour of the continuance); and

    -   Approve the change of Kaboose's name to "KAB Distribution Inc." (over
        99% of the common shares cast at the Meeting in person or by proxy
        were voted in favour of the name change).

    With shareholder approval of these special resolutions, Kaboose expects
that the UK Transaction and the North American Transaction will be completed
on June 1, 2009.

    At the Meeting, Kaboose shareholders also voted to:

    -   Re-elect Jason DeZwirek, Bernard Kraft, Daniel Ambrose, Jonathan
        Graff and Michael Winton to serve as directors of Kaboose for a one-
        year term; and

    -   Re-appoint Ernst & Young LLP as auditors for Kaboose for 2009.
    

    Following the completion of the UK Transaction and the North American
Transaction, Kaboose will seek court approval for its creditor claims process,
and following the completion of this creditor claims process Kaboose intends
to make its first distribution of its available net cash to shareholders. This
first distribution is expected to occur during the 3rd quarter of 2009,
depending on the nature of claims that are made during the creditor claims
process. Kaboose can give no assurances as to the timing of the first
distribution 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

Organization Profile

KABOOSE INC.

More on this organization


Custom Packages

Browse our custom packages or build your own to meet your unique communications needs.

Start today.

CNW Membership

Fill out a CNW membership form or contact us at 1 (877) 269-7890

Learn about CNW services

Request more information about CNW products and services or call us at 1 (877) 269-7890