Kew Media Group Inc. Files Preliminary Prospectus for Initial Public Offering

NOT FOR DISTRIBUTION TO U.S. NEWSWIRES OR DISSEMINATION IN THE UNITED STATES

All values are in Canadian dollars unless otherwise indicated.

TORONTO, Nov. 6, 2015 /CNW/ - Kew Media Group Inc. (the "Corporation") announces that the Corporation has filed a preliminary prospectus with the securities regulatory authorities in each of the provinces and territories of Canada in respect of the Corporation's initial public offering (the "Offering") of $70,000,000 of Class A Restricted Voting Units. KMG Entertainment LP ("KMG"), the principals of which are Steven Silver and Peter Sussman, is the sponsor of the Corporation.

The Corporation is a newly organized special purpose acquisition corporation uniquely focusing on international media content-related opportunities and/or related sectors with an emphasis on Canada, the United States and/or the United Kingdom. The Corporation intends to be growth-oriented and target-opportunistic, and to acquire value-added investments in the media production and distribution industry and/or related sectors.

The Corporation's founders, comprised of its board of directors, officers and advisors, include:

  • Steven Silver, our Chief Executive Officer and Director, and a Partner and Co-founder of the Blue Ice Group.
  • Peter Sussman, our Executive Chairman and Director, and the Co-founder of Aver Media Finance, now part of BMO Financial Group.
  • Maurice Kagan, our Chief Financial Officer and Director.
  • Wayne Purboo, our Director (as of the closing of the Offering), and President, Chief Executive Officer and Co-founder of Quickplay Media Inc.
  • Les Sherman, our Director (as of the closing of the Offering), and Senior Investment Advisor and Senior Vice President of Dundee Goodman Private Wealth.
  • Nancy Tellem, our Director (as of the closing of the Offering), and Executive Chairman and Chief Media Officer of Interlude Ltd.
  • Neil Tabatznik, our Director (as of the closing of the Offering), and a Partner and Co-founder of the Blue Ice Group.
  • Nicolas Chartier, our Advisor, and Chief Executive Officer and Founder of Voltage Pictures Inc.
  • Peter Emerson, our Advisor, and the Former President of International Television for Entertainment One Ltd., as well as the former President and Founder of Oasis International Inc.
  • David Fleck, our Advisor, and Partner and Senior Vice President of C.A. Delaney Capital Management Ltd.
  • David Reckziegel, our Advisor, and the Founder and Managing Director of Rex Media Capital Inc.
  • Edward Riley, our Advisor, and the former Head of Television Distribution for Alliance Atlantis Communications Inc. and current advisor at the MaRS Practice in Toronto.
  • Mark Segal, our Advisor, and Executive Vice President of Finance and Chief Financial Officer of Spin Master Corp.
  • Patrice Théroux, our Advisor, and former President of Film and Television and Director at Entertainment One Ltd.

Marc Hirshberg, Chief Executive Officer and President of Evra Media Solutions Inc., will also be acting in an advisory capacity to the Corporation.

The Corporation's founders intend to purchase an aggregate of 408,000 Class B Units at an offering price of $10.00 per Class B Unit for an aggregate purchase price of $4,080,000. Closing of the founder investment will occur simultaneously with the closing of the Offering. Each Class B Unit consists of one Class B Share and one-half of a warrant (a "Warrant"). Each whole Warrant entitles the holder thereof to purchase one Class A Restricted Voting Share of the Corporation for a purchase price of $11.50 during the period commencing on the closing date of a qualifying acquisition and ending five years thereafter subject to adjustments and subject to early expiry as further described in the preliminary prospectus.

Each Class A Restricted Voting Unit has an offering price of $10.00 and consists of one Class A Restricted Voting Share and onehalf of a Warrant. Upon certain events, the Class A Restricted Voting Shares forming part of the Class A Restricted Voting Units, will be redeemable by holders for a prorata portion of the escrow account, net of taxes payable and other prescribed amounts, as further described in the preliminary prospectus. Following the qualifying acquisition, each unredeemed Class A Restricted Voting Share will be automatically converted into one Class B Share and each whole Warrant will entitle the holder thereof to purchase one Class B Share of the Corporation, subject to the terms and conditions described in the preliminary prospectus. The proceeds from the distribution of the Class A Restricted Voting Units will be deposited into an escrow account and will only be released upon the successful closing of a qualifying acquisition.

The Offering is being distributed by a syndicate of underwriters led by TD Securities Inc., Cantor Fitzgerald & Co. and National Bank Financial Inc.

Goodmans LLP is acting as Canadian legal counsel to KMG and the Corporation, Stikeman Elliott LLP is acting as Canadian legal counsel to the underwriters.

A preliminary prospectus containing important information relating to these securities has been filed with securities commissions or similar authorities in each of the provinces and territories of Canada. The preliminary prospectus is still subject to completion or amendment. Copies of the preliminary prospectus may be obtained from any of the underwriters listed above. There will not be any sale or any acceptance of an offer to buy the securities until a receipt for the final prospectus has been issued.

The preliminary prospectus has not yet become final for the purpose of a distribution of securities to the public. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale or acceptance of an offer to buy these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the time a receipt for the final prospectus or other authorization is obtained from the securities commission or similar authority in such jurisdiction. This press release is not an offer of securities for sale in the United States, and the securities may not be offered or sold in the United States absent registration or an exemption from registration. The securities have not been and will not be registered under the United States Securities Act of 1933. Copies of the preliminary prospectus will be available on SEDAR at www.sedar.com. Completion of the Corporation's initial public offering is subject to the receipt of customary approvals, including regulatory approvals.

About Kew Media Group Inc.
Kew Media Group Inc. is a newly organized special purpose acquisition corporation incorporated under the laws of the Province of Ontario for the purpose of effecting a qualifying acquisition.

Forward-Looking Statements
This press release may contain forward-looking information within the meaning of applicable securities legislation, which reflects the Corporation's current expectations regarding future events. Forward-looking information is based on a number of assumptions and is subject to a number of risks and uncertainties, many of which are beyond the Corporation's control, that could cause actual results and events to differ materially from those that are disclosed in or implied by such forward-looking information. Such risks and uncertainties include, but are not limited to, failure to complete the Offering and related transactions, and the factors discussed under "Risk Factors" in the preliminary prospectus of the Corporation dated November 5, 2015. The Corporation does not undertake any obligation to update such forward-looking information, whether as a result of new information, future events or otherwise, except as expressly required by applicable law.

SOURCE Kew Media Group Inc.

For further information: Steven Silver, Chief Executive Officer, 416-530-2583

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Kew Media Group Inc.

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