Toronto, Ontario--(Newsfile Corp. - October 11, 2024) - ZoomerMedia Limited (TSXV: ZUM) (the "Company" or "ZoomerMedia") today announced that Moses Znaimer ("Znaimer"), together with several other shareholders (the "Shareholder Group"), have entered into a definitive agreement with ZoomerMedia to privatize the Company.
Based on the unanimous recommendation of an independent committee of the board of directors of the Company (the "Special Committee"), following an extensive review and analysis, ZoomerMedia has entered into a definitive arrangement agreement dated October 11, 2024 (the "Arrangement Agreement") with members of the Shareholder Group and 16431771 Canada Inc. (the "Purchaser"), whereby the Purchaser has agreed to acquire all of the issued and outstanding common shares of the Company that the Shareholder Group and their respective affiliates do not currently own (the "Minority Shares") by way of a statutory plan of arrangement (the "Transaction") under the Canada Business Corporations Act (the "CBCA"). The Shareholder Group currently owns an aggregate of 218,117,026 common shares of the Company, representing approximately 75.83% of the issued and outstanding common shares as of the date hereof, of which 173,321,894 common shares, representing approximately 60.26% of the issued and outstanding common shares of the Company as of the date hereof, are owned by Znaimer, a member of the board of directors of the Company (the "Board").
Subject to certain conditions, funding for the acquisition of the Minority Shares by the Purchaser will be provided by one or more affiliates or related parties of Fairfax Financial Holdings Limited (such affiliates and related parties referred to herein as "Fairfax"), and a company controlled by Omri Tintpulver, Chief Operating Officer of the Company ("Tintpulver").
Today's announcement is the culmination of negotiations that took place following the non-binding proposal of Olympus Management Limited, on behalf of the Shareholder Group, to acquire the Minority Shares, dated August 23, 2024 (the "Initial Proposal").
The Arrangement Agreement
Under the terms of the Arrangement Agreement, the Purchaser has agreed to acquire all of the Minority Shares for an all-cash consideration of $0.08 per share (the "Consideration"). This Consideration represents a premium of approximately 167% to ZoomerMedia's closing share price on the TSX Venture Exchange (the "TSX-V") on October 10, 2024, the last trading day prior to the announcement of the Transaction, and a premium of approximately 174% to the 30-day volume-weighted average price ("VWAP") of the common shares on the TSX-V for the period ended on October 10, 2024 the last trading day immediately prior to the announcement of the Transaction.
The Shareholder Group comprises individuals and entities related to or affiliated with Znaimer, Tintpulver and Fairfax. Fairfax has provided to the Company and the Purchaser an equity commitment letter (the "ECL") pursuant to which a Fairfax entity will, subject to the terms of the ECL, provide $5,696,167.03 of the aggregate Consideration by way of the Fairfax Funding Transaction (as defined below), with an additional $1 million being provided at closing by Tintpulver by way of the Tintpulver Funding Transaction (as defined below).
The Special Committee of independent directors, comprised of Peter Palframan, Diane Francis, and Wayne Ingram was established by the Board to consider the Initial Proposal, as well as other alternatives available to the Company, including the status quo, and, if it deemed advisable, to negotiate with the Shareholder Group. Following a comprehensive evaluation of the Initial Proposal, the Special Committee and its financial and legal advisors engaged in negotiations with the Shareholder Group on pricing and other terms of the Transaction to ensure the Transaction was fair to the ZoomerMedia shareholders other than the Shareholder Group (the "Minority Shareholders") and unanimously recommended that the Board approve the Transaction. The Board (excluding conflicted directors, who did not participate in deliberations), having received the unanimous recommendation of the Special Committee, unanimously determined that the Transaction is in the best interests of ZoomerMedia and fair to the Minority Shareholders. It recommends that Minority Shareholders vote in favour of the Transaction at the special meeting of shareholders to be held to approve the Transaction (the "Shareholder Meeting").
Transaction Rationale
The conclusions and recommendations of the Special Committee and the Board have been based on a number of factors including the following:
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Value and Liquidity. The all-cash Consideration for the Minority Shareholders provides such shareholders with immediate value and provides particular benefit given the limited trading volume and the lack of liquidity in the Company's common shares. The Consideration represents a 167% premium to the closing price of the Company's common shares on the TSX-V on October 10, 2024, the last trading day immediately prior to the announcement of the Transaction, and a 174% premium to the 30-day VWAP of the common shares on the TSX-V for the period ended October 10, 2024.
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Fairness Opinion. The Special Committee has obtained a verbal fairness opinion from Cormark Securities Inc. ("Cormark") that as at October 10, 2024, subject to certain assumptions and limitations, the Consideration to be received for the common shares by the Minority Shareholders is fair, from a financial point of view, to the Minority Shareholders. A written copy of the fairness opinion will be included in the information circular to be prepared in connection with the Shareholder Meeting.
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Support for the Transaction. Fairfax, Omri Tintpulver and a shareholder unrelated to the Shareholder Group have entered into voting and support agreements representing, in the aggregate, 23.12% of the issued and outstanding common shares and 31.21% of the common shares held by Disinterested Shareholders (as defined below) on a non-diluted basis, pursuant to which they have agreed to, among other things, vote in favour of the Transaction at the Shareholder Meeting.
Transaction Details
The transaction is to be effected by way of a court-approved plan of arrangement under the CBCA. The Transaction will be funded as follows: (i) on or prior to the date on which the Certificate of Arrangement is issued Fairfax will, subject to the terms of the ECL, subscribe for shares in the capital of the Purchaser for an aggregate price of $5,696,167.03 (the "Fairfax Funding Transaction"); and (ii) on or prior to the date on which the Certificate of Arrangement is issued a corporation controlled by Tintpulver will subscribe for shares in the capital of the Purchaser for an aggregate subscription price of $1 million (the "Tintpulver Funding Transaction").
The consummation of the Transaction is subject to the approval of the Transaction at the Shareholder Meeting by (i) at least two-thirds of the votes cast by the Company's shareholders, including the Shareholder Group; and (ii) a simple majority of the votes cast by the Minority Shareholders other than any Company shareholder required to be excluded for the purpose of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101") (the "Disinterested Shareholders"). Completion of the Transaction is also subject to closing of the Fairfax Funding Transaction and Tintpulver Funding Transaction and other customary conditions, including receipt of court approval. ZoomerMedia expects to mail an information circular for the Shareholder Meeting in late October, 2024, and to hold the Shareholder Meeting in November 2024. If approved at the Shareholder Meeting, the Transaction is expected to close in December 2024, subject to court approval and other customary closing conditions.
The Arrangement Agreement includes customary provisions relating to non-solicitation.
Voting and Support Agreements
In connection with the Transaction, Fairfax and Omri Tintpulver have entered into voting and support agreements pursuant to which, subject to certain customary exceptions, they have agreed to vote their common shares in favour of the Transaction at the Shareholder Meeting. In addition, a Disinterested Shareholder holding common shares representing 7.54% of the issued and outstanding shares and 31.21% of the common shares held by Disinterested Shareholders has also entered into a voting and support agreement to vote their common shares in favour of the Transaction at the Shareholder Meeting, subject to certain customary exceptions.
The common shares subject to voting and support agreements represent approximately 23.12% of issued and outstanding common shares (on a non-diluted basis).
Required Early Warning Report Information
The Company's and Purchaser's head office is located at 70 Jefferson Avenue, Toronto, Ontario M6K 1Y4.
The Shareholder Group and their affiliates and associates have ownership and control over an aggregate of 218,117,026 common shares (representing approximately 75.83% of the issued and outstanding common shares), 390,050,729 preferred shares (representing approximately 98.65% of the issued and outstanding preferred shares) and, assuming the conversion of certain preferred shares not held by the Shareholder Group into common shares pursuant to the terms of Arrangement Agreement, as of October 10, 2024, 608,167,755 common shares (representing approximately 89.74% of the issued and outstanding common shares), all on an undiluted basis.
Upon closing of the Transaction, the Shareholder Group intends to cause the common shares to cease to be listed on the TSX-V and to cause ZoomerMedia to submit an application to cease to be a reporting issuer under applicable Canadian securities laws and to otherwise terminate the Company's public reporting requirements.
Additional Early Warning Information Respecting Fairfax
Fairfax's head office is located at 95 Wellington Street West, Suite 800, Toronto, Ontario M5J 2N7.
As of the date hereof, Fairfax is the holder of 44,025,901 common shares in the capital of the Company, being approximately 15.31% of the total issued and outstanding common shares and 131,974,099 preferred shares in the capital of the Company, being approximately 33.38% of the total issued and outstanding preferred shares.
After the completion of the Transaction (including the conversion of the ZoomerMedia preferred shares as described above), Fairfax will be the holder of 44,025,901 common shares in the capital of ZoomerMedia, being approximately 15.03% of the then total issued and outstanding common shares in the capital of the Company and 131,974,099 ZoomerMedia preferred shares, being approximately 33.84% of the then total issued and outstanding ZoomerMedia preferred shares.
Upon completion of the Fairfax Funding Transaction and Tintpulver Funding Transaction, Fairfax will hold 2,400,000 common shares in the capital of the Purchaser, or approximately 16.11% of the Purchaser's common shares and a corporation controlled by Tintpulver will hold the remainder of the common shares in the capital of the Purchaser. Further, Fairfax will hold 68,802,088 preferred shares in the capital of the Purchaser, being 100% of the Purchaser's preferred shares.
Early Warning Reports
This press release and the corresponding early warning reports (the "Early Warning Reports") to be filed by the Shareholder Group, as applicable, which are expected to be filed on SEDAR+ in the near term, constitute the required disclosure pursuant to section 5.2 of National Instrument 62-104 - Take-Over Bids and Issuer Bids ("NI 62-104"). The requirement to file early warning reports was triggered because the Transaction and corresponding Fairfax Funding Transaction and Tintpulver Funding Transaction will increase the percentage shareholdings of the applicable members of the Shareholder Group by greater than 2% as compared to the early warning reports last filed by such persons.
The Early Warning Reports will be filed by the Shareholder Group, as applicable, and made available on the SEDAR+ platform (www.sedarplus.ca). Such Early Warning Reports will satisfy the requirement of section 5.2 of NI 62-104 to have the Early Warning Report filed by an "acquiror" with the securities regulatory authorities in each of the jurisdictions in which the Company is a reporting issuer and will contain the information required by section 3.1 of National Instrument 62-103 - The Early Warning System and Related Take-Over Bid and Insider Reporting Issues, which includes the information required by Form 62-103F1.
Copies of the Early Warning Reports may also be obtained from the Company by contacting Omri Tintpulver at 416-607-7713.
Advisors
CP LLP is acting as legal advisor to the Company.
Dickinson Wright LLP is acting as legal counsel to the Special Committee.
Torys LLP is acting as legal counsel to Fairfax.
Cormark Securities Inc. is acting as the financial advisor and fairness opinion provider to the Special Committee in connection with the Transaction.
Additional Information about the Transaction
Further details regarding the terms and conditions of the Transaction are set out in the Arrangement Agreement, which will be publicly filed by the Company under its profile at www.sedarplus.ca. Additional information regarding the Transaction will be provided in the information circular to be sent to shareholders in advance of the Shareholder Meeting, which will also be filed at www.sedarplus.ca.
ABOUT ZOOMERMEDIA LIMITED
Founded by television and media icon Moses Znaimer in 2008, ZoomerMedia Limited is a multimedia company devoted to creating content for Canada's most powerful audiences: the 18.1 million people aged 45-plus aka "Zoomers", and the 15.1 million Millennials and Gen Zs, coincidentally also called "Zoomers", who follow in their footsteps.
ZoomerMedia operates 5 TV, 3 Radio, 2 Print, and 21 Digital properties. ZoomerMedia produces original TV, Radio, Podcast and Print content, offers clients creative audio and video production services, and bespoke events on site at its 2.6-acre complex in Toronto's Liberty Village.
Specific ZoomerMedia property names and descriptions, are as follows.
Television: VisionTV, available in 7.5 million households is Canada's home for British comedy and drama series, VisionTV's flagship current affairs show theZoomer, original Zoomer-made series like Your All-Time Classic Hit Parade, plus uplifting movies, music, and multicultural and multilingual faith programming; ONETV: The Exercise & Entertainment Channel, combines original Zoomer-made fitness series with British serial soaps, dramas and American movies; JoyTV in Vancouver, Victoria, Surrey and the Fraser Valley, and FAITHTV in Winnipeg are devoted to broadcasting Christian, multi-faith, and local content.
Zoomer Digital Network ("ZDN"): Reaches 18.5 million monthly active users with over a billion annual pageviews and social media engagements. ZDN comprises: DailyHive, dailyhive.com in Western Canada, Ontario, Quebec, and The Maritimes, is one of Canada's most followed lifestyle brands with over 10 million monthly active users, over 270 million annual page views, and 3.1 million followers across Instagram, Facebook, Twitter (X), TikTok, and LinkedIn; blogTO, blogto.com, Toronto's unrivalled local publisher across digital and social media platforms, brings in 8 million monthly active users, and over 213 million page views annually; Curiocity, curiocity.com is one of Alberta's leading digital media publishers, with a presence in Calgary, Edmonton, and a number of other key markets in Canada. Zoomer Magazine's EverythingZoomer.com is Canada's leading provider of online content targeting the 45-plus; The Peak, readthepeak.com is a daily newsletter serving 150,000 Canadian professionals and business leaders with the day's top business and tech stories packaged in smart bite-sized formats; Ludwig Van, Ludwig-Van.com, is Canada's leading digital voice for classical music, opera and arts headline news, reviews, and interviews; and MobileSyrup, MobileSyrup.com is Canada's news and views source for all things tech; ZoomerMedia also operates TitusOne, a digital marketing agency that specializes in growing audiences through search, social media and creative content strategies.
Radio: The New Classical FM, Canada's only all classical music radio service broadcasting over three frequencies in a unique Ontario regional network: 96.3FM CFMZ-FM Toronto (GTA), 103.1FM CFMX-FM Cobourg (Eastern Ontario), and 102.9FM CFMO-FM Collingwood (Southern Georgian Bay); Zoomer Radio, Original Greatest Hits, which has the biggest broadcast footprint in Canada, reaches into the US, and broadcasts simultaneously on AM and FM in Toronto (740AM CFZM-AM and 96.7FM CFZM-FM in Downtown Toronto); and the newly acquired CJOS 92.3 FM in Owen Sound that will play Adult Hits, the 60s, 70s, 80s, along with information programming as part of the Zoomer Radio Regional network. (The sale is subject to CRTC approval and other closing conditions).
Print: ZOOMER Magazine, the Company's flagship magazine and Canada's largest paid circulation magazine for the 45-plus; and the quarterly On The Bay Magazine, the dominant regional lifestyle magazine for some two dozen towns and villages of Ontario's South Georgian Bay. On The Bay also produces Baywatch.ca, a TV style digital channel featuring up-to-the-minute headlines and hot sales offers, along with video stories showcasing local faces, places and events.
ZoomerMedia also supports the efforts of its affiliate non-profit, non-partisan advocacy association CARP, the Canadian Association of Retired Persons. Through ZoomerMedia, CARP has access to a powerful suite of media channels that no other advocacy group in Canada enjoys.
CAUTIONARY NOTE ON FORWARD LOOKING STATEMENTS
Certain statements made in this news release are forward-looking statements within the meaning of applicable securities laws, including, but not limited to, statements with respect to the rationale of the Special Committee and the Board for entering into the Arrangement Agreement, the terms and conditions of the Arrangement Agreement, the timing of various steps to be completed in connection with the Transaction, and other statements that are not material facts. Often but not always, forward-looking statements can be identified by the use of forward-looking terminology such as "may", "will", "expect", "believe", "estimate", "plan", "could", "should", "would", "outlook", "forecast", "anticipate", "foresee", "continue" or the negative of these terms or variations of them or similar terminology.
Although ZoomerMedia believes that the forward-looking statements in this news release are based on information and assumptions that are current, reasonable and complete, these statements are by their nature subject to a number of factors that could cause actual results to differ materially from management's expectations and plans as set forth in such forward-looking statements, including, without limitation, the following factors, many of which are beyond ZoomerMedia's control and the effects of which can be difficult to predict: (a) the possibility that the Transaction will not be completed on the terms and conditions, or on the timing, currently contemplated, and that it may not be completed at all due to a failure to obtain or satisfy, in a timely manner or otherwise, required shareholder and court approvals or satisfy other conditions of closing necessary to complete the Transaction, including closing of the Fairfax Funding Transaction and the Tintpulver Funding Transaction or for other reasons; (b) the possibility of adverse reactions or changes in business relationships resulting from the announcement or completion of the Transaction; (c) risks relating to ZoomerMedia's ability to retain and attract key personnel during the interim period; (d) risks related to the diversion of management's attention from the Company's ongoing business operations; (e) risks relating to the ability of the Shareholder Group to complete the Transaction; and (f) other risks inherent to the Company's business and/or factors beyond its control which could have a material adverse effect on the Company or the ability to consummate the Transaction.
ZoomerMedia cautions that the foregoing list of important factors and assumptions is not exhaustive and other factors could also adversely affect its results. For more information on the risks, uncertainties and assumptions that could cause ZoomerMedia's actual results to differ from current expectations, please refer to the risk factors described in ZoomerMedia's Management's Discussion and Analysis for the three and nine months ended May 31, 2024 and 2023 as well as ZoomerMedia's other public filings, available at www.sedarplus.ca and at www.zoomermedia.ca.
The forward-looking statements contained in this news release describe ZoomerMedia's expectations at the date of this news release and, accordingly, are subject to change after such date. Except as may be required by applicable Canadian securities laws, ZoomerMedia does not undertake any obligation to update or revise any forward-looking statements contained in this news release, whether as a result of new information, future events or otherwise. Readers are cautioned not to place undue reliance on these forward-looking statements.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/226508
