BV! Media mails its management information circular in view of the special shareholder meeting to approve its acquisition by Rog

MONTREAL, Sept. 8 /CNW/ -- MONTREAL, Sept. 8 /CNW Telbec/ - BV! Media Inc. ("BV! Media") is pleased to announce that it took a key step today toward obtaining shareholder approval of the previously announced acquisition by Rogers Media Inc. ("Rogers Media") of all of the issued and outstanding Common Shares of BV! Media for $0.40 in cash per share.
BV! Media mailed to its shareholders a notice of special meeting and accompanying management information circular, giving notice of the special meeting of shareholders of BV! Media that will be held on Wednesday, September 29, 2010 at 10:00 am (Eastern time) in Montreal, Québec to approve the transaction. The record date to determine the shareholders eligible to vote and attend the meeting was fixed at August 31, 2010.
The transaction will be effected by way of a statutory amalgamation of BV! Media with 7557175 Canada Inc. ("Newco"), a newly-incorporated, wholly-owned subsidiary of Rogers Media, requiring the approval of 66 2/3% of the votes cast by holders of Common Shares of BV! Media at the special shareholder meeting. Under the transaction, the shareholders of BV! Media will receive redeemable shares which will then immediately be redeemed for $0.40 in cash per share, and BV! Media will become a wholly owned subsidiary of Rogers Media. Subject to receiving the required BV! Media shareholder approval and to the satisfaction of other customary conditions, it is anticipated that the transaction would close on or about October 1, 2010.
The management information circular contains the Board of Directors' unanimous determination (with interested directors abstaining) that the transaction is fair to the shareholders and is in the best interests of BV! Media as well as its unanimous recommendation to the shareholders that they vote in favour of the transaction.

The reasons for the Board of Directors' recommendation include:


    
    -   Significant Premium: The all-cash consideration of $0.40 per share to
        be received by shareholders pursuant to the transaction represents a
        premium of approximately 129% to the closing price of the shares on
        June 17, 2010 being the date the non-binding letter of intent among
        BV! Media's major shareholders, BV! Media and Rogers Media was
        executed, and approximately 100% to the volume-weighted average
        trading price of the shares for the 20 trading days prior to the
        announcement of the transaction on August 6, 2010.

    -   Support of the Transaction by Major Shareholders: Shareholders who
        hold shares representing approximately 76% of the outstanding shares
        on a fully-diluted basis have each entered into a support and voting
        agreement with Rogers Media pursuant to which they have irrevocably
        agreed to vote their shares in favour of the transaction.

    -   Fairness Opinion of National Bank Financial: National Bank Financial
        delivered to the Special Committee of the Board of Directors an
        opinion to the effect that, as of August 5, 2010 and based upon and
        subject to the limitations, assumptions and qualifications contained
        therein, the consideration to be received by the shareholders under
        the transaction is fair, from a financial point of view, to the
        shareholders.

    -   Reasonableness of the Merger Agreement: The terms and conditions of
        the merger agreement between BV! Media, Rogers Media and Newco,
        which were reviewed by the members of the Special Committee in
        consultation with its legal advisor, were determined to be fair and
        reasonable and were the result of arm's length negotiations between
        BV! Media and Rogers Media.
    


The notice of special meeting and accompanying management information circular were also filed with relevant Canadian provincial securities regulators and are available at the SEDAR website at www.sedar.com.

About BV! Media Inc.

BV! Media is a leading Canadian Internet advertising network, representing exclusively over 400 top-tier publishers with a combined reach of over 15 million unique visitors per month in Canada, and the publisher of the BRANCHEZ-VOUS! news and information portal.
BV! Media is listed on the TSX Venture Exchange under the symbol BVM and has approximately 60.5 million shares outstanding. Additional information on the Corporation can be obtained on SEDAR and at www.bvmedia.ca.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
%SEDAR: 00014556EF



Tom Vorias, Chief Financial Officer, 514.337.9065 ext. 223, [e-mail]

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