Toronto, October 19, 2012 – Score Media Inc. (TSX: SCR) (“Score Media”) is pleased to announce that it has completed its previously announced plan of arrangement (the “Arrangement”) pursuant to which (i) Rogers Media Inc. has acquired the television business of Score Media via an acquisition of all of the outstanding shares of Score Media; and (ii) the digital media business of Score Media has been spun-out to Score Media’s shareholders as a new corporation named theScore, Inc. (“Score Digital”).
Under the plan of 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 Score Digital; and (iii) in respect of each Special Voting Share of Score Media held, one Special Voting Share of Score Digital.
Score Media shareholders who hold their shares through a broker or other financial intermediary will receive payment of the consideration for their shares through the broker or other financial intermediary, following the deposit by the broker or financial intermediary of share certificates with Valiant Trust Company, the depositary for the plan of arrangement. Shareholders who hold their shares in registered form will receive payment of the consideration following the deposit of their Score Media share certificates with the depositary in accordance with the instructions contained in the letter of transmittal previously sent to registered shareholders.
Score Media also announced that the TSX Venture Exchange (“TSXV”) has conditionally approved the listing of the Class A Subordinate Voting Shares of Score Digital on the TSXV on a date to be determined, subject to satisfying certain customary requirements of the TSXV.
With the completion of the plan of arrangement, Score Media anticipates that the Class A Subordinate Voting Shares will cease to be listed for trading on the Toronto Stock Exchange at the close of business October 23, 2012.
For more information, contact:
Chief Financial Officer
(416) 977-6787 ext. 2206
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 the listing of the Class A Subordinate Voting Shares of Score Digital on the TSXV, the delisting of the Class A Subordinate Voting Shares of Score Media on the Toronto Stock Exchange 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, the TSXV, the Toronto Stock Exchange, changes in applicable laws or regulations. As a result of these risks and uncertainties, the Class A Subordinate Voting Shares of Score Digital may not become listed on the TSXV, the Class A Voting Shares of Score Media may be delisted at a later date 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.