Toronto, Ontario--(Newsfile Corp. - November 11, 2024) - ZoomerMedia Limited (TSXV: ZUM) (the "Company" or "ZoomerMedia") is pleased to announce the receipt of an interim order from the Ontario Superior Court of Justice (Commercial List) in relation to the proposed plan of arrangement (the "Arrangement") and mailing of its notice of meeting, management information circular (the "Circular"), form of proxy and letter of transmittal (collectively, the "Meeting Materials") to the holders (the "Shareholders") of common shares in the capital of ZoomerMedia (the "Shares" and each, a "Share"), in connection with the special meeting of Shareholders to be held on November 29, 2024 (the "Meeting").
The Meeting Materials were mailed to Shareholders of record as of November 4, 2024 in connection with the Meeting to consider and, if deemed advisable, pass a special resolution (the "Arrangement Resolution"), approving the Arrangement involving the Company, 16431771 Canada Inc. (the "Purchaser"), Moses Znaimer ("Znaimer"), Olympus Management Limited ("Olympus"), and OZ Media Holdings Inc., a company controlled by Omri Tintpulver (the "Funding Shareholder", and collectively with Znaimer, and Olympus, the "Management Shareholders"), pursuant to which the Purchaser will acquire all of the issued and outstanding Shares that the Management Shareholders and Northbridge Financial Corporation, an affiliate of Fairfax Financial Holdings Limited ("Northbridge", and collectively with the Management Shareholders, the "Continuing Shareholders"), and their respective affiliates do not currently own, for cash consideration of $0.08 per Share (the "Consideration"). The Meeting Materials are also available on SEDAR+ (www.sedarplus.ca) under ZoomerMedia's issuer profile.
The Meeting will be held on November 29, 2024 at 9:00 a.m. (Toronto time) in a hybrid meeting format, in person at 70 Jefferson Avenue, Toronto, Ontario M6K 1Y4 and by way of a live audio webcast at meetnow.global/MQKUL6C. Shareholders attending virtually will have the opportunity to attend, ask questions and vote at the Meeting in real time through a web-based platform.
The board of directors of ZoomerMedia, on the basis of a unanimous recommendation of the special committee of independent directors of ZoomerMedia, and after receiving advice from its financial and legal advisors, approved the Arrangement and recommend that Shareholders vote FOR the Arrangement Resolution.
Shareholders are encouraged to vote well in advance of the proxy cut-off time of 9:00 a.m. (Toronto time) on November 27, 2024.
In order to be effective, the Arrangement Resolution requires: (i) at least two-thirds (662/3%) of the votes cast on the Arrangement Resolution by the Shareholders present or represented by proxy at the Meeting; and (ii) a simple majority (more than 50%) of the votes cast on the Arrangement Resolution by the Shareholders present or represented by proxy at the Meeting, excluding, for this purpose those votes of the Continuing Shareholders and other votes required to be excluded pursuant to Multilateral Instrument 61-101 - Protection of Minority Securityholders in Special Transactions.
If you have any questions or require more information with regard to the procedures for voting or completing your form of proxy, please contact Computershare Investor Services Inc. toll free at +1 (800)-564-6253. If you have any questions about submitting your Shares for the Arrangement, including in respect of completing the letter of transmittal, please contact Computershare Investor Services Inc., who will be acting as depositary under the Arrangement, toll free at +1 (800)-564-6253 or by email at [email protected].
For more details on the Arrangement, the Meeting and the Consideration, please see the Circular which is available on SEDAR+ (www.sedarplus.ca) under ZoomerMedia's issuer profile.
Receipt of Interim Order
ZoomerMedia is also pleased to announce that the Ontario Superior Court of Justice (Commercial List) granted an interim order dated October 18, 2024, providing for the calling and holding of the Meeting and other procedural matters relating to the Arrangement.
Completion of the Arrangement remains subject to, among other things: (i) approval of the Arrangement Resolution at the Meeting; (ii) receipt of the final order of the Ontario Superior Court of Justice (Commercial List) for the Arrangement; and (iii) receipt of regulatory approvals.
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'sEverythingZoomer.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.
Forward-looking statements and forward-looking information
Certain statements made herein, including statements relating to matters that are not historical facts and statements of the Company's beliefs, intentions and expectations about developments, results and events which will or may occur in the future, constitute "forward-looking information" within the meaning of applicable Canadian securities legislation. Forward-looking information relates to future events or future performance, reflect current expectations or beliefs regarding future events and is typically identified by words such as "anticipate", "believe", "could", "estimate", "expect", "intend", "likely", "may", "plan", "seek", "should", "will" and similar expressions suggesting future outcomes or statements regarding an outlook. Forward-looking information includes, but is not limited to, statements with respect to the Arrangement, shareholder, regulatory and court approval of the Arrangement, the timing and ability of ZoomerMedia to complete the Arrangement (if at all) and the timing and ability of ZoomerMedia to satisfy the conditions precedent to completing the Arrangement (if at all) as set forth in the arrangement agreement and other statements that are not historical facts.
Forward-looking information is based upon certain assumptions and other important factors that, if untrue, could cause the actual results, performance or achievements of the Company to be materially different from future results, performance or achievements expressed or implied by such information. There can be no assurance that such information will prove to be accurate. Such information is based on numerous assumptions, including assumptions regarding the ability to complete the Arrangement on the contemplated terms or at all, that the conditions precedent to closing of the Arrangement can be satisfied, and assumptions regarding present and future business strategies, local and global economic conditions, and the environment in which the Company operates.
Although the Company believes that the forward-looking information in this news release is based on information and assumptions that are current, reasonable and complete, this information is by its nature subject to a number of factors, many of which are beyond the Company's control, that could cause actual results to differ materially from management's expectations and plans as set forth in such forward-looking information, including, without limitation, the following factors, many of which are beyond the Company's control and the effects of which can be difficult to predict: (a) the possibility that the Arrangement 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 Arrangement or for other reasons; (b) the possibility of adverse reactions or changes in business relationships resulting from the announcement or completion of the Arrangement; (c) risks relating to the retention of key personnel during the interim period; (d) the possibility of litigation relating to the Arrangement; (e) risks related to the diversion of management's attention from the Company's ongoing business operations; (f) risks relating to the ability of the Purchaser to complete the Arrangement; and (g) 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 Arrangement. The Company cautions that the foregoing list is not exhaustive of all possible factors that could impact the Company's results.
Readers are cautioned not to place undue reliance on forward-looking information. By its nature, forward-looking information involves numerous assumptions, inherent risks and uncertainties, both general and specific, which contribute to the possibility that the predicted outcomes will not occur. Events or circumstances could cause the Company's actual results to differ materially from those estimated or projected and expressed in, or implied by, this forward-looking information.
Investors and others should carefully consider the foregoing factors and other uncertainties and potential events and should not rely on the Company's forward-looking information to make decisions with respect to the Company. Furthermore, the forward-looking information contained herein are made as of the date of this document and the Company does not undertake any obligation to update or to revise any of the included forward-looking information, whether as a result of new information, future events or otherwise, except as required by applicable law. All forward-looking information contained herein is expressly qualified by this cautionary statement.
Neither the TSX-V nor its Regulation Services Provider (as that term is defined in the policies of the TSX-V) accepts responsibility for the adequacy or accuracy of this news release.
