BBTV BBTV Holdings Inc

VANCOUVER, BC, Nov. 22, 2023 /CNW/ - BBTV Holdings Inc. (TSX: BBTV); (OTCQX: BBTVF) ("BBTV" or the "Company"), announces that, further to its news release dated October 17, 2023 (the "Prior News Release"), it has mailed its management information circular dated October 30, 2023 (the "Circular") and related proxy materials to BBTV's holders of subordinate voting shares and multiple voting shares (the "Shareholders"), debentures (the "Debentureholders"), and incentive securities (the "Incentive Holders" and together with the Shareholders and Debentureholders, the "Securityholders") of record as of October 25, 2023 in connection with the special meeting of Shareholders (the "First Special Meeting") and special meeting of Securityholders (the "Second Special Meeting") to be held on November 30, 2023.

BBTV also wishes to provide the following additional disclosure to supplement and amend the disclosure in the Circular. Capitalized terms not otherwise defined below shall have the meanings ascribed to such terms in the Circular. 

As noted in the Prior News Release, based on a recommendation of an independent committee of the Company's board of directors (the "Special Committee"), the Company entered into an arrangement agreement with 15384150 Canada Inc. (the "Purchaser"), whereby the Company will effect a going private transaction (the "Transaction") by way of a statutory plan of arrangement (the "Arrangement") under Section 192 of the Canada Business Corporations Act. Pursuant to the Arrangement, the Purchaser, which is a corporation owned by Shahrzad Rafati, the founder, Chief Executive Officer and a director of the Company, and Hamed Shahbazi, a director of the Company (together, the "SPV Participants") will acquire all of the issued and outstanding subordinate voting shares of the Company at a price of $0.375 per subordinate voting share, with the exception of subordinate voting shares held by the SPV Participants and certain long-term shareholders who have or will agree with the Purchaser to retain their subordinate voting shares in the Company (the "Rolling Shareholders").

Pursuant to Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions ("MI 61-101"), votes attached to subordinate voting shares held by "related parties" that are entitled to receive a "collateral benefit" (as defined in MI 61-101) in connection with a business combination must be excluded in determining whether "minority approval" (as defined in MI 61-101 and used in this news release with the same meaning) has been obtained. A "collateral benefit", as defined under MI 61-101, includes any benefit that a "related party" of BBTV is entitled to receive, directly or indirectly, as a consequence of the Arrangement. Certain Rolling Shareholders (the "Excluded Rolling Shareholders") are considered to be receiving one or more "collateral benefits" due to the fact that they hold debentures of the Company which will be acquired by the Purchaser. As noted in the Circular, such Excluded Rolling Shareholders will be excluded in determining whether minority approval has been obtained for the Transaction.

Since issuing the Circular, BBTV has determined to extend the voting exclusion beyond that required by MI 61-101.  As a result, BBTV hereby supplements and amends the disclosure provided in the Circular by excluding all Rolling Shareholders from the minority approval vote with respect to the Arrangement, irrespective of whether each individual Rolling Shareholder is required to have their vote excluded under MI 61-101. Moreover, BBTV hereby provides additional information regarding the Special Committee's determination to allow the Rolling Shareholders to roll their interest in BBTV. The Special Committee determined that it was appropriate for the Rolling Shareholders to retain their subordinate voting shares in the Company to incentivize the Rolling Shareholders to continue their long-standing and valued employment or contractual relationship with the Company, as applicable, as their services and expertise are considered invaluable to the Company following completion of the Transaction.

The Company also wishes to provide disclosure on the identity of the Rolling Shareholders who have not been previously disclosed in the Circular as Excluded Rolling Shareholders, which information can be accessed at  https://investors.bbtv.com/governance/shareholder-meetings/default.aspx.

Certain information and statements in this news release contain and constitute forward-looking information or forward-looking statements as defined under applicable securities laws (collectively, "forward-looking statements"). Forward-looking statements normally contain words like 'believe', 'expect', 'anticipate', 'plan', 'intend', 'continue', 'estimate', 'may', 'will', 'should', 'ongoing' and similar expressions, and within this news release include any statements (express or implied) respecting the Transaction, the First Special Meeting, the Second Special Meeting, and expectations regarding completion of the Transaction.

Forward-looking statements are not guarantees of future performance, actions, or developments and are based on expectations, assumptions and other factors that management currently believes are relevant, reasonable and appropriate in the circumstances, including, without limitation, the following assumptions: that BBTV and the Purchaser will be able to complete the Transaction, the ability of BBTV to receive, in a timely manner and on satisfactory terms, the necessary Securityholder approvals and regulatory, court, stock exchange and other third party approvals, the ability of the parties to satisfy, in a timely manner, the conditions to the closing of the Arrangement,  the expected benefits of the Transaction, and assumptions concerning general economic growth and the absence of unforeseen changes in the legislative and regulatory framework for BBTV that could impact the Transaction. Although management believes that the forward-looking statements are reasonable, actual results could be substantially different due to the risks and uncertainties associated with and inherent to BBTV's business. Material risks and uncertainties applicable to the forward-looking statements set out herein include, but are not limited to, that the Transaction may not complete on terms agreeable to BBTV, or at all; BBTV not obtaining the necessary Securityholder approval, including the "minority approval" (as defined in MI 61-101); general economic risks; new laws and regulations and risk of litigation. Although BBTV has attempted to identify factors that may cause actual actions, events or results to differ materially from those disclosed in the forward-looking statements, there may be other factors that cause actions, events or results not to be as anticipated, predicted, estimated or intended. Also, many of the factors are beyond the control of BBTV. Accordingly, readers should not place undue reliance on forward-looking statements. BBTV undertakes no obligation to reissue or update any forward-looking statements as a result of new information or events after the date hereof except as may be required by law. All forward-looking statements contained in this news release are qualified by this cautionary statement.

For further information:

Media Relations
pr@bbtv.com

Investor Relations
ir@bbtv.com
Ron Shuttleworth, Partner
Oak Hill Financial Inc
rshuttleworth@oakhillfinancial.ca
(647)-500-7371

BBTV-F

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SOURCE BBTV Holdings Inc.