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MONTREAL, Jan. 12, 2022 /CNW/ - Sportscene Group
Inc. ("Sportscene" or the "Corporation") (TSXV:
SPS.A) is pleased to announce that, at the special meeting of
Sportscene shareholders held in a virtual online format earlier
today, a significant majority of shareholders voted in favour of
the special resolution approving the previously-announced proposed
amalgamation (the "Amalgamation") under the provisions
of the Canada Business Corporations Act of the Corporation
and two subsidiaries of 13401537 Canada Inc. (the
"Purchaser"), pursuant to which Sportscene will be
privatized by Jean Bédard, the President and Chief Executive
Officer of Sportscene, and a consortium of Québec investors led by
Champlain Financial Corporation ("Champlain"). The Amalgamation was
previously announced on November 18,
2021.
The Amalgamation was approved by 99.63% of the votes cast by
shareholders and by 99.53% of the votes cast by shareholders
excluding the votes attached to the Class A shares held by Jean
Bédard, Gestion Jean Bédard Inc., Marc
Poulin and their related parties, whose votes are required
to be excluded in determining minority approval pursuant to
Regulation 61-101 respecting Protection of Minority
Security Holders in Special Transactions.
"I would like to thank Sportscene shareholders for their
continued support over the years and in relation to the proposed
transaction" said Jean Bédard.
Assuming the satisfaction of all of the conditions to consummate
the Amalgamation, the Amalgamation is expected to close on or about
January 17, 2022. Pursuant to the
Amalgamation, each shareholder, other than Jean Bédard and Gestion
Jean Bédard Inc., a corporation controlled by Jean Bédard, will be
entitled to receive one redeemable share of the amalgamated
corporation for each Class A share of Sportscene held immediately
prior to the Amalgamation, and each redeemable share will be
immediately redeemed for $7.25
payable in cash as soon as practicable thereafter.
Applications will be filed to delist the Class A shares of
Sportscene from the TSX Venture Exchange and to terminate
Sportscene's status as a reporting issuer under applicable Canadian
provincial securities laws.
Further information regarding the Amalgamation is available
under Sportscene's profile on SEDAR at www.sedar.com.
About Champlain
Champlain is a Canadian private
holding company that has been based in Montreal since 2004. It has over
$800 million in assets under management through a portfolio of
22 companies located primarily in Québec and operating in the
consumer goods, food processing, retail and distribution sectors.
Its investment portfolio in Québec includes JLD Lague (John Deere),
La Canadienne, Wong Wing,
Boulangerie Dumas, Louis Garneau,
Kanuk, Jardins de Ville, Maison
Corbeil, Must Société, Les Épices Dion, Les Eaux Naya,
Brault & Bouthillier, Beach Day Every Day, Transport Inter-Nord
and Orthofab.
About Sportscene
Sportscene Group is a pioneer and a leader in the ambiance
restaurant niche in Québec. Since 1984, it has been operating the
La Cage – Brasserie Sportive ("La Cage")
restaurant chain, differentiated by its sporting ambiance and food
offering made from fresh, local products. With a strong brand
image, La Cage is established throughout the province and
currently comprises 38 locations. Sportscene continues to
diversify its restaurant activities, notably through the operation
of P.F. Chang's, an Asian cuisine
restaurant, and its La Cage – Corporate Events division,
making the Corporation a key player in Québec's restaurant
industry. In addition to its restaurant operations, Sportscene is
active in the sale of La Cage and Moishes
branded products in grocery stores, and the sale of ready-to-eat
meals and ready-to-cook boxes.
Forward-Looking Statements
This press release contains "forward-looking information"
within the meaning of applicable Canadian securities legislation.
Forward-looking information is identified by the use of terms and
phrases such as "may", "would", "should", "could", "expect",
"intend", "estimate", "outlook", "target", "goal", "guidance",
"anticipate", "plan", "foresee", "believe", or "continue", the
negative of these terms and similar terminology, including
references to assumptions, although not all forward-looking
information contains these terms and phrases. Such forward-looking
information includes a statement relating to the anticipated timing
of the completion of the proposed Amalgamation. Forward-looking
information is subject to a number of risks and uncertainties, many
of which are beyond our control, which could cause actual results
to differ materially from those that are disclosed in or implied by
such forward-looking information. These risks and uncertainties
include, but are not limited to, the failure of the parties to
obtain the TSX Venture Exchange final approval, the anticipated
timing of the completion of the proposed Amalgamation or to
otherwise satisfy the conditions to the completion of the proposed
Amalgamation in a timely manner or at all. Consequently, all of the
forward-looking information contained herein is qualified by the
foregoing cautionary statements, and there can be no guarantee that
the results or developments that we anticipate will be realized or,
even if substantially realized, that they will have the expected
consequences or effects on our business, financial condition or
results of operation. Unless otherwise noted or the context
otherwise indicates, the forward-looking information contained
herein is provided as of the date hereof, and we do not undertake
to update or amend such forward-looking information whether as a
result of new information, future events or otherwise, except as
may be required by applicable law.
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 press release.
NO OFFER OR SOLICITATION
This announcement is for information purposes only and does not
constitute an offer to purchase or the solicitation of an offer to
sell Shares.
SOURCE Sportscene Group Inc.
