Kew Media Group Inc. (TSX: KEW.A, KEW.WT) (“Kew”) today announced that it has received shareholder support and funding certainty for its qualifying acquisition (the “Qualifying Acquisition”) of six leading content companies to create a global media platform.
Kew has to date received proxies representing approximately 68% of its issued and outstanding Class A Restricted Voting Shares and Class B Shares, with over 98% of the votes cast in favour of approving each of the Qualifying Acquisition, the shareholder rights plan and the advance notice by-law.
Kew also has funding certainty for the Qualifying Acquisition, with available capital of approximately $67.2 million, net of redemptions, but before transaction costs. Shareholders holding approximately 33.8% of Kew’s Class A Restricted Voting Shares have elected to redeem their shares. The remaining Class A Restricted Voting Shares will be converted into Class B Shares on closing of the Qualifying Acquisition.
The shareholder meeting to vote on the approval of the Qualifying Acquisition will be held on March 13, 2017 and the Qualifying Acquisition is scheduled to close on March 20, 2017, subject to the satisfaction of certain conditions as set out in the purchase agreements for the Qualifying Acquisition.
The final long form non-offering prospectus and the management information circular in respect of the Qualifying Acquisition are available under Kew’s profile on SEDAR at www.sedar.com.
Goodmans LLP is Kew’s legal counsel. TD Securities Inc. is Kew’s exclusive financial advisor for the Qualifying Acquisition and sole agent on the private placement. Grant Thornton LLP, Industry Media Limited and Evra Media Solutions Inc. are also assisting Kew with the Qualifying Acquisition. Stikeman Elliott LLP is legal counsel to TD Securities Inc.
Cautionary Note Regarding Forward-Looking Statements
This news release may contain forward‐looking statements (within the meaning of applicable securities laws) which reflect Kew’s current expectations regarding future events. Forward-looking statements are identified by words such as “believe”, “anticipate”, “project”, “expect”, “intend”, “plan”, “will”, “may”, “estimate” and other similar expressions. These statements are based on Kew’s expectations, estimates, forecasts and projections and include, without limitation, statements regarding the availability of capital and voting support for the Qualifying Acquisition.
The forward-looking statements in this news release are based on certain assumptions, including without limitation the closing of the Private Placement and that proxies submitted to date will not be withdrawn or changed. The forward-looking statements are not guarantees of future performance and involve risks and uncertainties that are difficult to control or predict. A number of factors could cause actual results to differ materially from the results discussed in the forward-looking statements, including, but not limited to, the risk that the Qualifying Acquisition may not be completed as planned. Readers, therefore, should not place undue reliance on any such forward-looking statements. Further, these forward-looking statements are made as of the date of this news release and, except as expressly required by applicable law, Kew assumes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.