TORONTO, Feb. 24 /CNW/ - Score Media Inc. (TSX: SCR) ("Score Media")
today announced that its Board of Directors has authorized Score Media to
proceed with an offer (the "Offer") to purchase for cancellation up to
18,000,000 of its Class A subordinate voting shares ("Class A Shares") at a
price per share of $0.40, or an aggregate amount of up to $7,200,000. If the
Offer is fully taken up it will represent approximately 18.37% of Score
Media's issued and outstanding Class A Shares. If more than 18,000,000 Class A
Shares are tendered to the Offer, Score Media will purchase the Class A Shares
on a pro rata basis according to the number of Class A Shares deposited by
each depositing shareholder, with fractions rounded down to the nearest whole
CW Media Inc. ("CW Media") has agreed with Score Media to tender an
aggregate of 16,560,902 Class A Shares to the offer (the "Locked-Up Shares"),
and Score Media understands that CW Media and one of its affiliates are in the
process of selling the balance of their Class A Shares through a
prospectus-exempt private placement. CW Media will have a right to withdraw
the Locked-Up Shares in the event that (i) Score Media is unable to take up at
least 15,732,857 of the Locked-Up Shares, (ii) CW Media and its affiliate are
unable to complete the private placement prior to expiry of the Offer, or
(iii) Score Media has not taken up and paid for the Locked-Up Shares prior to
April 30, 2009.
"The issuer bid reflects Score Media's continued commitment to enhancing
shareholder value and positions us to continue our growth in the competitive
media space," says John Levy, Chairman and Chief Executive Officer, Score
Media Inc. "We are pleased that our strong balance sheet allows us to continue
to invest in the Company while returning value to our shareholders."
The Company intends to finance the Offer using proceeds from its
$25,000,000 revolving term credit facility.
As of the date hereof, there are 98,411,849 Class A Shares outstanding
and, accordingly, the Offer is for up to approximately 18.37% of the
outstanding Class A Shares. The Offer is subject to various conditions,
including (i) CW Media depositing the Locked-Up Shares to the Offer prior to
expiry of the Offer, (ii) CW Media not withdrawing or attempting to withdraw
any of the Locked-Up Shares prior to the tenth day after expiry of the Offer,
(iii) Score Media being able to take up at least 15,732,857 of the Locked-Up
Shares under applicable securities laws, (iv) any regulatory exemption rulings
that may be required are obtained, and (iv) other conditions typical of
transactions of this nature.
An offer to purchase and issuer bid circular containing full details of
the Offer and procedures for tendering Class A Shares is expected to be mailed
to shareholders on or about February 27, 2009. The Offer will expire at 5:00
pm (Toronto time) on or about April 6, 2009, unless withdrawn or extended by
the Company. The Offer is subject to certain conditions which will be
specified in the offer to purchase and issuer bid circular.
Thomas Weisel Partners Canada Inc. has provided an opinion to the Board
of Directors of the Company that (i) a liquid market (as such term is defined
in Multilateral Instrument 61-101-Protection of Minority Security Holders in
Special Transactions) exists for the Class A Shares as at the date hereof, and
(ii) it is reasonable to conclude that, following the completion of the Offer
in accordance with its terms, there will be a market for beneficial owners of
Class A Shares who do not tender to the Offer that is not materially less
liquid than the market that existed at the time of the making of the Offer.
Neither the Company nor its Board of Directors makes any recommendation
to shareholders as to whether to tender or refrain from tendering their Class
A Shares into the Offer. Shareholders are strongly encouraged to review the
offer to purchase and issuer bid circular and related documents carefully and
consult with their financial and tax advisors prior to making any decision
with respect to the Offer.
This press release is for informational purposes only and does not
constitute an offer to purchase or the solicitation of an offer to sell Class
A Shares. The solicitation and the offer to purchase Class A Shares will be
made only pursuant to the offer to purchase and issuer bid circular and
ABOUT SCORE MEDIA INC.
Score Media is a media company committed to delivering interactive and
authentic sports entertainment. Created in 1997 in response to the growing
desire for increased participation in the consumption of sports, the Company
has now established itself as the home for hardcore sports fans. Score Media's
primary asset, The Score Television Network ("The Score"), is a national
specialty television service providing sports news, information, highlights
and live event programming in more than 6.4 million homes across Canada. Score
Media also operates Hardcore Sports Radio, a satellite radio network available
across North America on SIRIUS Satellite Radio, and other interactive assets
including theScore.com, ScoreMobile, and Score Poker. Growing from a team of
60 in 1997 to over 220 employees in 2008, Score Media is a revolutionizing
interactive media company.
Forward-looking (safe harbour) statement
Statements made in this news release that relate to future plans, events
or performances are forward-looking statements. Any statement containing words
such as "believes", "plans", "expects" or "intends" and other statements which
are not historical facts contained in this release are forward-looking, and
these statements involve risks and uncertainties and are based on current
expectations. Consequently, actual results could differ materially from the
expectations expressed in these forward-looking statements.
The Toronto Stock Exchange has neither approved nor disapproved the
information contained herein.
For further information:
For further information: Tom Hearne, Chief Financial Officer, Score
Media Inc., (416) 977-6787 x2206, email@example.com