BV Media (TSXV:BVM)
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MONTREAL, Sept. 21 /CNW/ --
MONTREAL, Sept. 21 /CNW Telbec/ - BV! Media Inc. confirms that the
shareholder meeting called to approve the amalgamation involving BV!
Media and a wholly-owned subsidiary of Rogers Media Inc. will be held as
planned on September 29, 2010.
BV! Media acknowledges receipt of a letter and press release from a
group purporting to represent shareholders of BV! Media requesting a
60-day delay of the shareholder meeting slated for September 29, 2010.
At that meeting, shareholders will be asked to consider and approve,
among other things, the amalgamation of BV! Media with a wholly-owned
subsidiary of Rogers Media Inc. For the Amalgamation Resolution to be
approved, it must be passed by at least 66⅔% of the votes cast on the
Amalgamation Resolution by BV! Media shareholders. As previously
announced, shareholders holding in the aggregate approximately 76% of
the outstanding shares of BV! Media on a fully diluted basis have
irrevocably agreed to vote their shares in support of the amalgamation.
Favourable proxies for such shares have already been tendered in
anticipation of the meeting.
The Information Circular dated August 31, 2010 details the background
which led to the August 6 announcement of BV! Media's proposed
transaction with Rogers Media. The August 6 announcement is the result
of a thorough process which occurred over an eight-month period and
which was overseen and reviewed by a Special Committee of the Board
created last June. The price of $0.40 per share was negotiated at arms'
length between Rogers Media and certain shareholders holding 76% of the
shares of BV! Media on a fully diluted basis. This price represents a
premium of approximately 100% of the volume-weighted average trading
price of the shares for the 20-trading days prior to the announcement of
the transaction and was determined by National Bank Financial Inc.,
financial advisor to the special committee of the Board, to be fair,
from a financial point of view, to the shareholders of BV! Media.
As such, we consider that BV! Media and its Board have fulfilled their
statutory and fiduciary duties and obligations.
The terms of the amalgamation have received the unanimous favourable
recommendation of the special committee of independent directors of BV!
Media relying, in part, as disclosed in the Information Circular, on the
fairness opinion of National Bank Financial Inc.
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.
p align="justify"uMedia/u:br/Patrick Pierra, President, Content and co-Chief Executive Officerbr/514.337.9065 ext. 249br/a href="mailto:ppierra@bvmedia.ca"ppierra@bvmedia.ca/a/p p align="justify"uAnalysts and investors/u:br/Tom Vorias, Chief Financial Officerbr/514.337.9065 ext. 223br/a href="mailto:tvorias@bvmedia.ca"tvorias@bvmedia.ca/a/p