TORONTO – Score Media Inc. has announced that its shareholders have unanimously voted to approve Rogers Media’s $167 million takeover bid.
“We are delighted our shareholders share the view of the executive team and the board of directors that this agreement with Rogers Media is in the best interests of all parties. We now look forward to securing final approval from the Ontario Superior Court of Justice and completing the Arrangement,” said John Levy, CEO of Score Media in a statement.
Under the deal, 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 theScore, Inc. (“Score Digital”), a new company formed to hold the digital media assets of Score Media following the closing of the Arrangement; and (iii) in respect of each Special Voting Share of Score Media held, one Special Voting Share of Score Digital.
On completion of the deal, Score Digital will own Score Media’s digital media assets. Former holders of Score Media shares (excluding Rogers) will hold approximately 88.2% of the outstanding shares of Score Digital while Rogers and its affiliates will hold approximately 11.8% of the outstanding shares of Score Digital (which includes 10% that will be indirectly issued to Rogers). At the Meeting, Score Media shareholders also approved the adoption of Score Digital’s stock option plan.
Score Media's application to the Ontario Superior Court of Justice to obtain the final court order approving the deal is scheduled for October 18, 2012. Once Court approval is obtained the transaction will require the CRTC to give it the go ahead.
