TORONTO, Aug. 25, 2012 /PRNewswire/ - Score Media Inc. ("Score Media") today announced it has entered into an agreement with Rogers Media Inc. ("Rogers Media") pursuant to which (i) Rogers Media will acquire the television business of Score Media via an acquisition of all of the outstanding Class A Subordinate Voting Shares ("Class A Shares") and Special Voting Shares of Score Media for $1.62 per share; and (ii) the digital media business of Score Media will be spun-out to Score Media's shareholders as a new corporation to be formed under the Canada Business Corporations Act (the "CBCA") ("Score Digital"). Shareholders representing approximately 30% of the outstanding Class A Shares and 100% of the Special Voting Shares have agreed to vote their shares in favour of the transaction.
Score Media's television business is comprised of theScore Television Network, closed captioning service provider Voice2Visual, and theScore Fighting Series (SFS). Score Media's digital business includes theScore.com and its mobile applications ScoreMobile, ScoreMobileFC and Sportstap. John Levy, Founder, Chairman and Chief Executive Officer of Score Media will lead the digital media business following the spin-out.
Under the terms of the agreement, Rogers Media will acquire all of the issued and outstanding shares of Score Media and a 10% equity interest in Score Digital for total cash consideration of $167 million (CAD). The total consideration includes the per share cash consideration of $1.62, funds to repay Score Media's outstanding credit facility, up to $12 million to initially capitalize Score Digital, and funds to pay certain advisory, professional and other expenses related to the transaction. In addition, as part of the transaction, Score Digital and Rogers Media will enter into a software development and licensing arrangement under which Rogers Media will have access to Score Digital's mobile technology to immediately enhance its mobile sports offerings.
"I am extremely proud of our team at theScore Television Network and the unique original content we produce each and every day," said Mr. Levy. "As part of Rogers Media's inventory of sports properties, its extensive programming assets and senior management's commitment to securing premium sports content, I am confident the network will continue to grow and contribute to the Canadian sports scene."
"This deal allows us to continue to pursue our vision and strategy that has formed a huge part of what we've been doing at Score Media for some time. We can now focus 100 percent on our digital products, building on the tremendous strides we have made in growing the international audience of our website and mobile apps."
The transaction will be carried out by way of a plan of arrangement under the CBCA. Under the plan of arrangement, (i) holders of Class A Shares will receive $1.62 in cash and one Class A subordinate voting share in Score Digital, a new corporation to be formed under the CBCA, which will own the digital media assets of Score Media, for each Class A Share, and (ii) holders of Special Voting Shares will receive $1.62 in cash and one Special Voting Share of Score Digital for each Special Voting Share of Score Media. The terms and conditions attached to the shares of Score Digital will be substantially the same as the terms and conditions currently attached to the shares of Score Media. On completion of the arrangement, former holders of Score Media shares will hold 90% of the outstanding shares of Score Digital, while Rogers Media or one of its affiliates will hold the remaining 10% of the shares of Score Digital.
The implementation of the plan of arrangement will be subject to approval by not less than two thirds of the votes cast at a special meeting of Score Media shareholders which is expected to take place in October 2012. The transaction is also subject to applicable regulatory approvals and the satisfaction of certain closing conditions customary in transactions of this nature, including the approval of the Ontario Superior Court of Justice. Pending approval from the Canadian Radio-television and Telecommunications Commission ("CRTC") for the change of ownership and transfer of control of theScore Television Network Ltd. ("STNL"), the securities of Score Media will be deposited with a trustee while CRTC approval is sought. This plan of arrangement is not subject to any financing condition.
The arrangement agreement also provides for customary board support and non-solicitation covenants subject to fiduciary obligations of Score Media's board of directors and a "right to match" for Rogers Media as well as a termination payment to Rogers Media equal to $6 million if the proposed transaction is not completed in certain specified circumstances.
Score Media's board of directors, after consultation with its financial and legal advisors, has unanimously determined that the proposed transaction is in the best interests of Score Media and is fair to Score Media's shareholders and recommends they vote in favour of the transaction. The financial advisor to Score Media and its board of directors, Canaccord Genuity Corp, has provided an opinion that the consideration to be received by Score Media's shareholders is fair from a financial point of view to such shareholders.
Terms and conditions of the proposed transaction will be summarized in a circular which will be mailed to Score Media shareholders in September 2012. It is anticipated that the transaction, if approved by Score Media's shareholders, could be completed in October 2012.
Copies of the arrangement agreement and certain related documents will be filed with Canadian securities regulators and will be available at www.sedar.com. The management information circular will also be available as part of Score Media's public filings at www.sedar.com.
Advisors and Counsel:
Score Media's financial advisor is Canaccord Genuity Corp. and its legal counsel is McCarthy Tētrault LLP.
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About Score Media Inc.
Score Media is a media company committed to delivering interactive and authentic sports entertainment. Score Media's primary asset, theScore Television Network ("theScore"), is a national specialty television service providing sports news, information, highlights and live event programming in more than 6.6 million homes across Canada. The Company's digital media assets include theScore.com and the industry leading mobile sports applications ScoreMobile, ScoreMobile FC and SportsTap which reach over three million unique users per month. Growing from a team of 60 in 1997 to over 290 employees in 2012, Score Media is a revolutionizing interactive media company.
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, as they relate to Score Media, Score Digital or Rogers Media, 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 or by Rogers 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, required Score Media shareholder approval and necessary court approvals the satisfaction or waiver of certain other conditions contemplated by the arrangement agreement, 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. Neither Score Media nor Rogers Media is affirming or adopting any statements attributed to the other in this release or made by the other party outside of this release. Neither Score Media nor Rogers Media undertakes any obligation to release publicly revisions to any forward-looking statement, except as may be required under applicable securities laws, or to comment on expectations of, or statements made by the other party or third parties in respect of the proposed transaction. 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.