TORONTO, Aug. 25, 2012 /PRNewswire/ - Score Media Inc. ("Score Media") today announced it has entered into an agreement with Rogers Media Inc. ("Rogers Media") pursuant to which (i) Rogers Media will acquire the television business of Score Media via an acquisition of all of the outstanding Class A Subordinate Voting Shares ("Class A Shares") and Special Voting Shares of Score Media for $1.62 per share; and (ii) the digital media business of Score Media will be spun-out to Score Media's shareholders as a new corporation to be formed under the Canada Business Corporations Act (the "CBCA") ("Score Digital"). Shareholders representing approximately 30% of the outstanding Class A Shares and 100% of the Special Voting Shares have agreed to vote their shares in favour of the transaction.
Score Media's television business is comprised of theScore Television Network, closed captioning service provider Voice2Visual, and theScore Fighting Series (SFS). Score Media's digital business includes theScore.com and its mobile applications ScoreMobile, ScoreMobileFC and Sportstap. John Levy, Founder, Chairman and Chief Executive Officer of Score Media will lead the digital media business following the spin-out.
Under the terms of the agreement, Rogers Media will acquire all of the issued and outstanding shares of Score Media and a 10% equity interest in Score Digital for total cash consideration of $167 million (CAD). The total consideration includes the per share cash consideration of $1.62, funds to repay Score Media's outstanding credit facility, up to $12 million to initially capitalize Score Digital, and funds to pay certain advisory, professional and other expenses related to the transaction. In addition, as part of the transaction, Score Digital and Rogers Media will enter into a software development and licensing arrangement under which Rogers Media will have access to Score Digital's mobile technology to immediately enhance its mobile sports offerings.
"I am extremely proud of our team at theScore Television Network and the unique original content we produce each and every day," said Mr. Levy. "As part of Rogers Media's inventory of sports properties, its extensive programming assets and senior management's commitment to securing premium sports content, I am confident the network will continue to grow and contribute to the Canadian sports scene."