BV! Media mails its management information circular in view of the special shareholder meeting to approve its acquisition by Rog
September 08 2010 - 8:00AM
PR Newswire (Canada)
MONTREAL, Sept. 8 /CNW/ -- MONTREAL, Sept. 8 /CNW Telbec/ - BV!
Media Inc. ("BV! Media") is pleased to announce that it took a key
step today toward obtaining shareholder approval of the previously
announced acquisition by Rogers Media Inc. ("Rogers Media") of all
of the issued and outstanding Common Shares of BV! Media for $0.40
in cash per share. BV! Media mailed to its shareholders a notice of
special meeting and accompanying management information circular,
giving notice of the special meeting of shareholders of BV! Media
that will be held on Wednesday, September 29, 2010 at 10:00 am
(Eastern time) in Montreal, Québec to approve the transaction. The
record date to determine the shareholders eligible to vote and
attend the meeting was fixed at August 31, 2010. The transaction
will be effected by way of a statutory amalgamation of BV! Media
with 7557175 Canada Inc. ("Newco"), a newly-incorporated,
wholly-owned subsidiary of Rogers Media, requiring the approval of
66 2/3% of the votes cast by holders of Common Shares of BV! Media
at the special shareholder meeting. Under the transaction, the
shareholders of BV! Media will receive redeemable shares which will
then immediately be redeemed for $0.40 in cash per share, and BV!
Media will become a wholly owned subsidiary of Rogers Media.
Subject to receiving the required BV! Media shareholder approval
and to the satisfaction of other customary conditions, it is
anticipated that the transaction would close on or about October 1,
2010. The management information circular contains the Board of
Directors' unanimous determination (with interested directors
abstaining) that the transaction is fair to the shareholders and is
in the best interests of BV! Media as well as its unanimous
recommendation to the shareholders that they vote in favour of the
transaction. The reasons for the Board of Directors' recommendation
include: - Significant Premium: The all-cash consideration of $0.40
per share to be received by shareholders pursuant to the
transaction represents a premium of approximately 129% to the
closing price of the shares on June 17, 2010 being the date the
non-binding letter of intent among BV! Media's major shareholders,
BV! Media and Rogers Media was executed, and approximately 100% to
the volume-weighted average trading price of the shares for the 20
trading days prior to the announcement of the transaction on August
6, 2010. - Support of the Transaction by Major Shareholders:
Shareholders who hold shares representing approximately 76% of the
outstanding shares on a fully-diluted basis have each entered into
a support and voting agreement with Rogers Media pursuant to which
they have irrevocably agreed to vote their shares in favour of the
transaction. - Fairness Opinion of National Bank Financial:
National Bank Financial delivered to the Special Committee of the
Board of Directors an opinion to the effect that, as of August 5,
2010 and based upon and subject to the limitations, assumptions and
qualifications contained therein, the consideration to be received
by the shareholders under the transaction is fair, from a financial
point of view, to the shareholders. - Reasonableness of the Merger
Agreement: The terms and conditions of the merger agreement between
BV! Media, Rogers Media and Newco, which were reviewed by the
members of the Special Committee in consultation with its legal
advisor, were determined to be fair and reasonable and were the
result of arm's length negotiations between BV! Media and Rogers
Media. The notice of special meeting and accompanying management
information circular were also filed with relevant Canadian
provincial securities regulators and are available at the SEDAR
website at www.sedar.com. About BV! Media Inc. BV! Media is a
leading Canadian Internet advertising network, representing
exclusively over 400 top-tier publishers with a combined reach of
over 15 million unique visitors per month in Canada, and the
publisher of the BRANCHEZ-VOUS! news and information portal. BV!
Media is listed on the TSX Venture Exchange under the symbol BVM
and has approximately 60.5 million shares outstanding. Additional
information on the Corporation can be obtained on SEDAR and at
www.bvmedia.ca. Neither the TSX Venture Exchange nor its Regulation
Services Provider (as that term is defined in the policies of the
TSX Venture Exchange) accepts responsibility for the adequacy or
accuracy of this release. %SEDAR: 00014556EF Tom Vorias, Chief
Financial Officer, 514.337.9065 ext. 223, tvorias@bvmedia.ca
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