Levfam Holdings issues notice to Alliance Atlantis pursuant to Respective Rights Agreement

    HAMILTON, ON, June 20 /CNW/ - Levfam Holdings Inc. ("Levfam") announced
today that it has delivered a notice to Alliance Atlantis Communications Inc.
("Alliance Atlantis") offering to sell all of the Class A Subordinate Voting
Shares and Special Voting Shares of Score Media Inc. ("Score Media") held by
it and certain of its affiliates for a price of $2.90 per share.
    Levfam and these affiliates currently hold 36,743,552 Class A Subordinate
Voting Shares, representing approximately 37.8% of the total number of Class A
Subordinate Voting Shares outstanding, and 5,566 Special Voting Shares,
representing 55.7% of the total number of Special Voting Shares outstanding.
Levfam is a holding company whose shareholders consist of members of the Levy
family, and which is controlled by John Levy, the Chairman and Chief Executive
Officer of Score Media.
    The notice has been provided pursuant to a Respective Rights Agreement
made November 24, 2000, to which both Levfam and Alliance Atlantis are
parties. The provisions of the Respective Rights Agreement provide that
Alliance Atlantis will have a 30 day period in which to choose to accept the
offer set forth in the notice. In the event that Alliance Atlantis does not
accept the offer, Levfam will have a period of 120 days during which it may
enter into a binding agreement to sell its shares in Score Media to one or
more third parties, provided that such sale is made for a price and on terms
and conditions no more favourable than those offered to Alliance Atlantis in
the notice.
    "I am very proud of what we have been able to achieve at Score Media. The
company has experienced amazing growth over the past ten years and is
extremely well positioned to continue on this path," said John Levy. "The
issuance of this notice follows a number of recent approaches that have been
made to me and to Score Media's board of directors in recent months regarding
possible transactions involving Score Media. As a result of these overtures,
Levfam has decided to seek a clarification of Score Media's situation by
issuing a notice to Alliance Atlantis at a price that Levfam believes is fair
and reasonable."
    Levfam and Score Media also announced today that they have entered into
an agreement relating to the sale by Score Media to Levfam of Score Media's
Hardcore Sports Radio business for a price of $1.5 million. The sale is
conditional upon the acquisition by Alliance Atlantis or a third party of
Levfam's shares of Score Media. The board of directors of Score Media, upon
the recommendation of the special committee of directors created as a result
of the potential change of control of Score Media, has approved the proposed
Hardcore Sports Radio transaction. Score Media has advised Levfam that the
special committee has received advice from Genuity Capital Markets, its
financial advisor, as to the fairness of the consideration to be received by
Score Media.
    There can be no assurance that Alliance Atlantis will accept the offer
set forth in the notice, or that following expiry of the 30-day offer period,
any transaction will be agreed with a third party to acquire the shares on the
permitted terms. Although Alliance Atlantis or a third party bidder may choose
or be required by applicable securities law to make an offer for all of the
outstanding Class A Subordinate Voting Shares in addition to those held by
Levfam, there can be no assurance that any such offer will be made as a result
of Levfam's notice to Alliance Atlantis, any subsequent efforts by Levfam to
sell its shares of Score Media to another third party or otherwise.
    Each of Levfam Holdings, Alliance Atlantis and Score Media are parties to
the Respective Rights Agreement and to a Voting Rights Agreement made as of
November 24, 2000. The Respective Rights Agreement provides the parties
thereto with various rights as shareholders of Score Media, including board
nomination rights, pre-emptive rights, rights of first refusal and first
offer, tag along rights, restrictions on issuance of shares from treasury, and
various other rights and obligations. The Voting Rights Agreement provides the
parties thereto with various rights as between them and provides Levfam
Holdings with voting control of the Special Voting Shares and Class A
Subordinate Voting Shares held by Alliance Atlantis, except in certain
circumstances. The material provisions of these agreements are more fully
described in the most recent Annual Information Form of Score Media, dated
November 9, 2006, and available at www.sedar.com.

    Forward-Looking Statements:

    This document contains statements which are, or may be deemed to be,
"forward-looking statements" which are prospective in nature. Such
forward-looking statements involve known and unknown risks, uncertainties and
other factors which may cause the actual results, performance or achievements
to be materially different from any future results, performance or
achievements expressed or implied by the forward-looking statements. Important
factors that could cause actual results, performance or achievements to differ
materially from expectations include the fact that there is no assurance that
Levfam's actions will result in any offer for all of the outstanding Class A
Subordinate Voting Shares of Score Media Inc. Such forward-looking statements
should therefore be construed in light of such factors. Levfam Holdings Inc.
disclaims any intention or obligation to update or revise any forward-looking
statements, whether as a result of new information, future events or

For further information:

For further information: Media Contact: John Levy, President, Levfam
Holdings Inc., T: (905) 522-5323

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Score Media Inc.

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