CALGARY, ALBERTA--(Marketwire - Jan 9, 2013) - eMedia Networks International Corporation ("eMedia") (TSX VENTURE:EMM) and Rare Method Interactive Corp. ("Rare Method") (TSX VENTURE:RAM) are pleased to announce that they have entered into an agreement dated January 8, 2013 providing for the acquisition by eMedia of all of the issued and outstanding common shares of Rare Method ("Rare Method Shares") by eMedia ("Transaction") Under the terms of the Transaction, shareholders of Rare Method will receive 0.01721 of a common share of eMedia ("EMedia Share") for each Rare Method Share, subject to a maximum issuance of 500,000 eMedia Shares.
The Transaction is to be completed by way of plan of arrangement ("Arrangement") pursuant to the Business Corporations Act (Alberta) and is expected to be completed by no later than the end of March, 2013. eMedia is arms-length to Rare Method. Completion of the Transaction is subject to approval by Rare Method shareholders, court approval and regulatory approvals.
As a result of Rare Method failing to file annual audited financial statements and accompanying documents, the Alberta Securities Commission and British Columbia Securities Commission (together the "Commissions") each issued a cease trade order on November 1, 2012 and November 7, 2012 respectively which ordered trading or purchasing cease in respect of Rare Method Shares. The completion of the Transaction is subject to the Commissions revoking their respective cease trade orders.
The Arrangement contemplates that, immediately following completion of eMedia''s acquisition of Rare Method Shares, eMedia will purchase certain assets comprising the On-Air business of Rare Method ("Asset Acquisition") from Rare Method for nominal consideration. Upon completion of the Asset Acquisition, 1658916 Alberta Ltd. ("165 Alberta") will then acquire all of the Rare Method Shares from eMedia for nominal consideration. 165 Alberta is a corporation controlled by a related party of Rare Method. Accordingly, the Transaction may be subject to Multilateral Instrument 61-101 - Protection of Minority Holders in Special Transactions ("MI 61-101") and Rare Method may be relying on certain exemptions available in respect of the MI 61-101 valuation and minority approval requirements.
About eMedia Networks International Corporation
eMedia provides custom music programming for in-store retail brands and other consumer environments. Since 1991, eMedia has provided an end-to-end audio solution for retailers that require custom selected music to play in their stores. Through its low-cost emPlayer audio product, eMedia serves over 5,000 subscribers in North America. emPlayer is a proprietary audio player capable of playing CD-quality music and custom audio content from playlists controlled on-site or remotely through the Internet. The Company trades on the TSX Venture Exchange under the symbol EMM. For more information, visit www.emedianetworks.com.
About Rare Method Interactive Corp.
Rare Method is an integrated agency that leverages technology to make marketing more effective and accountable. Rare Method offers a range of marketing services including marketing strategies, creative, technology development, media planning & management, campaign analytics, reporting & optimization. Rare Method has employees in Calgary, Alberta and Salt Lake City, Utah.
Certain statements contained in this news release constitute forward-looking statements. These statements relate to future events or eMedia''s and Rare Method''s future performance. All statements other than statements of historical fact are forward-looking statements. The use of any of the words "anticipate", "plan", "contemplate", "continue", "estimate", "expect", "intend", "propose", "might", "may", "will", "shall", "project", "should", "could", "would", "believe", "predict", "forecast", "pursue", "potential" and "capable" and similar expressions are intended to identify forward-looking statements. These statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking statements. Although eMedia and Rare Method believe these statements to be reasonable, no assurance can be given that these expectations will prove to be correct and such forward-looking statements included in this news release should not be unduly relied upon. Such statements include the closing of the Transaction. Actual results could differ materially from those anticipated in these forward-looking statements as a result of the Transaction not closing when planned or at all; the failure of eMedia and Rare Method to obtain the necessary regulatory, shareholder and other third party approvals required in order to proceed with the Transaction; regulatory decisions, competitive factors in the industries in which eMedia and Rare Method operate, prevailing economic conditions; and other factors, many of which are beyond the control of eMedia and Rare Method. The forward-looking statements contained in this news release represent eMedia''s and Rare Method''s expectations as of the date hereof, and are subject to change after such date. eMedia and Rare Method disclaim any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise, except as may be required by applicable securities regulations.