TORONTO, Oct. 23, 2012 /CNW/ - theScore, Inc. (TSXV: SCR) ("Score
Digital") is pleased to announce that effective at the opening of
trading on Wednesday, October 24, 2012, the Class A Subordinate Voting
Shares (the "Class A Shares") of Score Digital will be listed and
posted for trading on the TSX Venture Exchange under the symbol "SCR".
Pursuant to the arrangement agreement dated August 25, 2012 (the
"Arrangement Agreement") between Score Media Inc. ("Score Media") and
Rogers Media Inc. ("Rogers Media"), Score Media completed a court
approved plan of arrangement (the "Arrangement") under Section 192 of
the Canada Business Corporations Act on October 19, 2012 pursuant to which (i) Rogers Media acquired the
television business of Score Media via an acquisition of all of the
outstanding shares of Score Media; and (ii) the shares of Score
Digital, a corporation formed to hold the digital media business of
Score Media, were spun-out to Score Media's shareholders.
Upon completion of the Arrangement, Score Digital had 95,015,276 Class A
Shares and 5,566 Special Voting Shares issued and outstanding.
Immediately prior to the completion of the Arrangement, Score Media
contributed $11,593,543 in cash to Score Digital. Of the $11,593,543
received by Score Digital, $1,800,000 is being held in escrow until
October 19, 2013, to satisfy certain indemnification obligations that,
in connection with the separation of the television and digital media
businesses, may become owing by Score Digital.
The general Canadian federal income tax consequences of the Arrangement
are summarized under "Certain Canadian Federal Income Tax
Considerations" in the management information circular of Score Media
dated September 14, 2012 (the "Circular") a copy of which has been
posted on SEDAR (www.sedar.com) under Score Media's Issuer Profile, including the treatment of Class A
Shares distributed to former Score Media shareholders. In particular,
for Canadian federal income tax purposes, the determination of the
income tax consequences to former Score Media shareholders depends on
the fair market value of the Class A Shares. The Board of Directors of
Score Digital are of the view that the fair market value of a Class A
Share of Score Digital as at the effective time of the Arrangement was
$0.16, which is less than the paid-up capital attributable to each
Class A Subordinate Voting Share of Score Media immediately before such
time for Canadian federal income tax purposes. This determination of
fair market value is not binding on the Canada Revenue Agency.
For further information with respect to the Arrangement, please refer to
the Circular. Appendix E to the Circular contains information relating
to Score Digital and its business operations. Further information with
respect to Score Digital and its business operations can be found in
Score Digital's Listing Application dated October 17, 2012, a copy of
which has been posted on SEDAR under Score Digital's Issuer profile.
About Score Digital
Score Digital creates, aggregates and distributes sports content via
established and emergent digital media assets, including mobile sports
applications and its website, theScore.com. Score Digital's mission is to create the ultimate digital service for
sports fans across web and mobile platforms.
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 that are not historical facts.
While such forward-looking statements are expressed by Score Digital in
good faith and believed to have a reasonable basis, they are subject to
important risks and uncertainties including, the likelihood of any
indemnification claims made by Score Media against Score Digital, the
availability to Score Digital of those funds being held in escrow to
satisfy certain indemnification claims, and changes in applicable laws
or regulations. As a result of these risks and uncertainties, 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 Digital 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 an
investor's own risk.
Neither the TSX Venture Exchange nor its Regulation Services Provider
(as that term is defined in policies of the TSX Venture Exchange)
accepts responsibility for the adequacy or accuracy of this release.
SOURCE: theScore, Inc.
For further information:
For more information about Score Digital, please contact:
Chief Financial Officer
(416) 977-6787 ext. 2206