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