TORONTO, Oct. 15, 2012 /CNW/ - Score Media Inc. (TSX: SCR) ("Score
Media") is pleased to announce that all of Score Media shareholders who
voted today at Score Media's Special Meeting of Shareholders (the
"Meeting") have voted to approve the plan of arrangement pursuant to
which Rogers Media Inc. ("Rogers") will acquire all the issued and
outstanding shares of Score Media (the "Arrangement"). All of the
shares of Score Media voted at the Meeting were voted in favour of the
special resolution approving the Arrangement.
John Levy, CEO of Score Media, said: "We are delighted our shareholders
share the view of the executive team and the board of directors that
this agreement with Rogers Media is in the best interests of all
parties. We now look forward to securing final approval from the
Ontario Superior Court of Justice and completing the Arrangement."
Under the Arrangement, shareholders of Score Media will receive, for
each share of Score Media that they hold: (i) $1.62 in cash; (ii) in
respect of each Class A Subordinate Voting Share of Score Media held,
one Class A Subordinate Voting Share of theScore, Inc. ("Score
Digital"), a new company formed to hold the digital media assets of
Score Media following the closing of the Arrangement; and (iii) in
respect of each Special Voting Share of Score Media held, one Special
Voting Share of Score Digital.
On completion of the Arrangement, Score Digital will own Score Media's
digital media assets. Former holders of Score Media shares (excluding
Rogers) will hold approximately 88.2% of the outstanding shares of
Score Digital while Rogers and its affiliates will hold approximately
11.8% of the outstanding shares of Score Digital (which includes 10%
that will be indirectly issued to Rogers in connection with the
Arrangement). At the Meeting, Score Media shareholders also approved
the adoption of Score Digital's stock option plan.
Score Media's application to the Ontario Superior Court of Justice to
obtain the final court order approving the Arrangement is scheduled for
October 18, 2012. Assuming court approval is obtained and that all
other conditions to the Arrangement are satisfied or waived, the
Arrangement is expected to become effective on or about October 19,
Certain statements made in this news release constitute "forward-looking
statements". When used in this news release, the words "anticipate,"
"believe," "plan," "estimate," "expect," "intend," "will," "may",
"potential", "continue" and "should" or the negative thereof or other
variations thereof or comparable terminology, are intended to identify
forward-looking statements. Such forward-looking statements may
include, without limitation, statements regarding the completion of the proposed transaction and other statements that are not historical
facts. While such forward-looking statements are expressed by Score
Media, as stated in this release, in good faith and believed by the
applicable party to have a reasonable basis, they are subject to
important risks and uncertainties including, without limitation,
approval of applicable governmental authorities and necessary court
approvals the satisfaction or waiver of certain other conditions
contemplated by the arrangement agreement between Rogers and Score
Media dated August 25, 2012, the inability to realize expected
synergies or cost savings, changes in applicable laws or regulations
and other risks disclosed in Score Media's public filings, any or all
of which could cause actual results to differ materially from future
results expressed, projected or implied by the forward-looking
statements. As a result of these risks and uncertainties, the proposed
transaction could be modified, restructured or not be completed, and
the results or events predicted in these forward-looking statements may
differ materially from actual results or events. These forward-looking
statements are not guarantees of future performance, given that they
involve risks and uncertainties. Score Media does not undertake any
obligation to release publicly revisions to any forward-looking
statement, except as may be required under applicable securities laws.
Investors should not assume that any lack of update to a previously
issued forward-looking statement constitutes a reaffirmation of that
statement. Continued reliance on forward-looking statements is at
investors' own risk.
SOURCE: Score Media Inc.
For further information:
For further information on Score Media, visit www.scoremedia.com or contact:
Chief Financial Officer
Score Media Inc.
Tel: 416-977-6787 x2206