Sportscene Group Inc. Announces Shareholders Approval of Going Private Transaction

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MONTREAL, Jan. 12, 2022 /CNW/ - Sportscene Group Inc. ("Sportscene" or the "Corporation") (TSXV: SPS.A) is pleased to announce that, at the special meeting of Sportscene shareholders held in a virtual online format earlier today, a significant majority of shareholders voted in favour of the special resolution approving the previously-announced proposed amalgamation (the "Amalgamation") under the provisions of the Canada Business Corporations Act of the Corporation and two subsidiaries of 13401537 Canada Inc. (the "Purchaser"), pursuant to which Sportscene will be privatized by Jean Bédard, the President and Chief Executive Officer of Sportscene, and a consortium of Québec investors led by Champlain Financial Corporation ("Champlain"). The Amalgamation was previously announced on November 18, 2021.

The Amalgamation was approved by 99.63% of the votes cast by shareholders and by 99.53% of the votes cast by shareholders excluding the votes attached to the Class A shares held by Jean Bédard, Gestion Jean Bédard Inc., Marc Poulin and their related parties, whose votes are required to be excluded in determining minority approval pursuant to Regulation 61-101 respecting Protection of Minority Security Holders in Special Transactions.

"I would like to thank Sportscene shareholders for their continued support over the years and in relation to the proposed transaction" said Jean Bédard.

Assuming the satisfaction of all of the conditions to consummate the Amalgamation, the Amalgamation is expected to close on or about January 17, 2022. Pursuant to the Amalgamation, each shareholder, other than Jean Bédard and Gestion Jean Bédard Inc., a corporation controlled by Jean Bédard, will be entitled to receive one redeemable share of the amalgamated corporation for each Class A share of Sportscene held immediately prior to the Amalgamation, and each redeemable share will be immediately redeemed for $7.25 payable in cash as soon as practicable thereafter.

Applications will be filed to delist the Class A shares of Sportscene from the TSX Venture Exchange and to terminate Sportscene's status as a reporting issuer under applicable Canadian provincial securities laws.

Further information regarding the Amalgamation is available under Sportscene's profile on SEDAR at www.sedar.com.

About Champlain

Champlain is a Canadian private holding company that has been based in Montreal since 2004. It has over $800 million in assets under management through a portfolio of 22 companies located primarily in Québec and operating in the consumer goods, food processing, retail and distribution sectors. Its investment portfolio in Québec includes JLD Lague (John Deere), La Canadienne, Wong Wing, Boulangerie Dumas, Louis Garneau, Kanuk, Jardins de Ville, Maison Corbeil, Must Société, Les Épices Dion, Les Eaux Naya, Brault & Bouthillier, Beach Day Every Day, Transport Inter-Nord and Orthofab.

About Sportscene

Sportscene Group is a pioneer and a leader in the ambiance restaurant niche in Québec. Since 1984, it has been operating the La Cage – Brasserie Sportive ("La Cage") restaurant chain, differentiated by its sporting ambiance and food offering made from fresh, local products. With a strong brand image, La Cage is established throughout the province and currently comprises 38 locations. Sportscene continues to diversify its restaurant activities, notably through the operation of P.F. Chang's, an Asian cuisine restaurant, and its La Cage – Corporate Events division, making the Corporation a key player in Québec's restaurant industry. In addition to its restaurant operations, Sportscene is active in the sale of La Cage and Moishes branded products in grocery stores, and the sale of ready-to-eat meals and ready-to-cook boxes.

Forward-Looking Statements

This press release contains "forward-looking information" within the meaning of applicable Canadian securities legislation. Forward-looking information is identified by the use of terms and phrases such as "may", "would", "should", "could", "expect", "intend", "estimate", "outlook", "target", "goal", "guidance", "anticipate", "plan", "foresee", "believe", or "continue", the negative of these terms and similar terminology, including references to assumptions, although not all forward-looking information contains these terms and phrases. Such forward-looking information includes a statement relating to the anticipated timing of the completion of the proposed Amalgamation. Forward-looking information is subject to a number of risks and uncertainties, many of which are beyond our control, which could cause actual results to differ materially from those that are disclosed in or implied by such forward-looking information. These risks and uncertainties include, but are not limited to, the failure of the parties to obtain the TSX Venture Exchange final approval, the anticipated timing of the completion of the proposed Amalgamation or to otherwise satisfy the conditions to the completion of the proposed Amalgamation in a timely manner or at all. Consequently, all of the forward-looking information contained herein is qualified by the foregoing cautionary statements, and there can be no guarantee that the results or developments that we anticipate will be realized or, even if substantially realized, that they will have the expected consequences or effects on our business, financial condition or results of operation. Unless otherwise noted or the context otherwise indicates, the forward-looking information contained herein is provided as of the date hereof, and we do not undertake to update or amend such forward-looking information whether as a result of new information, future events or otherwise, except as may be required by applicable law.

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 press release.

NO OFFER OR SOLICITATION

This announcement is for information purposes only and does not constitute an offer to purchase or the solicitation of an offer to sell Shares.

SOURCE Sportscene Group Inc.

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