TORONTO, ON and VANCOUVER, BC--(Marketwired - September 13, 2017) - Wow Unlimited Media Inc. ("Wow") (TSX VENTURE: WOW.A)(TSX VENTURE: WOW.B) and Bell Media Inc. ("Bell Media") are pleased to announce that they have executed a definitive asset purchase agreement (the "Agreement") pursuant to which Wow! Unlimited Networks Inc., a wholly-owned subsidiary of Wow, will acquire a Category B specialty service from Bell Media (the "Transaction") in exchange for equity in Wow. The transaction is subject to approval from the Canadian Radio-television and Telecommunications Commission (the "CRTC").
As previously disclosed in Wow's press release dated June 7, 2017, pursuant to the terms of the Agreement, Wow! Unlimited Networks Inc. will acquire the CRTC broadcasting license relating to the Category B specialty service from Bell Media. As consideration for the Transaction, Wow will issue an aggregate of 3,433,446 common voting shares in the capital of Wow (the "Consideration Shares") to Bell Media at a deemed price of $2.00 per Consideration Share for aggregate consideration of $6,866,892 (representing approximately 12% of Wow's issued share capital, after giving effect to the issuance of the Consideration Shares).
Pursuant to the Agreement, subject to the closing of the Transaction, Wow and Bell Media have agreed to enter into a lock-up agreement (the "Lock-up Agreement") pursuant to which, among other things, Bell Media will agree not transfer or assign the Consideration Shares for a period of up to twenty-four (24) months following the closing of the Transaction.
Further, subject to the closing of the Transaction, Wow and Bell Media have agreed to enter into an investor rights agreement (the "Investor Rights Agreement") pursuant to which Bell Media shall be granted: (i) the right to nominate one (1) individual to the board of directors of Wow at each annual meeting of Wow's shareholders following the closing of the Transaction; (ii) the right to appoint a representative to attend all meetings of the board of directors in a non-voting observer capacity following the closing of the Transaction; and (iii) subject to customary exceptions, a pre-emptive right to participate in any future offerings of Wow's common shares on a pro-rata basis following the closing of the Transaction.
The Transaction constitutes an arm's length reviewable transaction under TSX Venture Exchange ("TSXV") Corporate Finance Manual Policy 5.3 - Acquisitions and Dispositions of Non-Cash Assets and is subject to the approval of the TSXV. In addition, completion of the Transaction will be subject to the satisfaction or waiver of customary terms and conditions for a transaction of this nature, including receipt of all required consents and regulatory approvals, including CRTC approval, and the execution of the Lock-up Agreement and the Investor Rights Agreement.
About Wow Unlimited Media Inc.
Wow Unlimited Media Inc. (formerly Rainmaker Entertainment Inc.) is creating a leading next-generation kids and youth animation business by focusing on digital platforms and content. Wow's key assets include: the world's No. 1 digital animation network, Frederator Networks, which consists of an animation production company Frederator Studios, as well as VOD channels on digital platforms; the world's first Hispanic animation network, Atomo Network, a joint venture with Anima Estudios; and one of Canada's largest, multifaceted animation production studios, Rainmaker Entertainment, which consists of Mainframe Studios that produces CGI animated television series, and Rainmaker Studios that produces long-form animated features.
About Bell Media
Bell Media creates content and builds brands that entertain, inform, engage, and inspire audiences through the platforms of their choice. Bell Media is Canada's leading content creation company with premier assets in television, radio, out-of-home advertising, and digital media. Bell Media owns 30 local television stations led by CTV, Canada's highest-rated television network; 30 specialty channels, including TSN and RDS, and four pay TV services, including The Movie Network and Super Écran. Bell Media is also Canada's largest radio broadcaster, with 215 music channels including 105 licensed radio stations in 54 markets across the country, all part of the iHeartRadio brand and streaming service. Bell Media owns Astral Out of Home with a network of more than 30,000 advertising faces in British Columbia, Alberta, Ontario, Québec, and Nova Scotia. Bell Media also operates more than 200 websites; delivers TV Everywhere with its CraveTV and GO video streaming services; operates multi-channel network Much Digital Studios; produces live theatrical shows via its partnership with Iconic Entertainment Studios; and owns Dome Productions Inc., a multi-platform production company. Bell Media is part of BCE Inc. (TSX, NYSE: BCE), Canada's largest communications company. For more on Bell Media, please visit www.bellmedia.ca.
This news release contains certain "forward-looking statements" and "forward-looking information" (collectively referred to herein as "forward-looking statements") within the meaning of applicable Canadian securities laws. All statements other than statements of present or historical fact are forward-looking statements. Forward-looking statements are often, but not always, identified by the use of words such as "anticipate", "achieve", "could", "believe", "plan", "intend", "objective", "continuous", "ongoing", "estimate", "outlook", "expect", "may", "will", "project", "should" or similar words, including negatives thereof, suggesting future outcomes.
In particular, this news release contains forward-looking statements relating to, among other things: (i) the Transaction; (ii) the entering into of the Lock-up Agreement and the Investor Rights Agreement, in accordance with the terms of the Agreement; (iii) Wow's future business prospects and opportunities; (iv) obtaining all required consents and approvals required for the Transaction, including approvals from the TSXV and the CRTC; and (vi) Wow's ability to complete the Transaction.
Management of Wow believes the expectations reflected in such forward-looking statements are reasonable as of the date hereof but no assurance can be given that these expectations will prove to be correct and such forward-looking statements should not be unduly relied upon. Various material factors and assumptions are typically applied in drawing conclusions or making the forecasts or projections set out in forward-looking statements. Those material factors and assumptions are based on information currently available to Wow, including data from publicly available governmental sources as well as from market research and industry analysis and on assumptions based on data and knowledge of this industry which Wow believes to be reasonable. However, although generally indicative of relative market positions, market shares and performance characteristics, such data is inherently imprecise.
Forward-looking statements are not a guarantee of future performance and are subject to and involve a number of known and unknown risks and uncertainties, many of which are beyond the control of Wow, which may cause Wow's actual performance and results to differ materially from any projections of future performance or results expressed or implied by such forward-looking statements. These risks and uncertainties include, but are not limited to, the risks identified in Wow's management's discussion & analysis dated April 25, 2017 and Wow's management information circular dated November 14, 2016 both of which have been filed with the Canadian Securities Administrators and available on www.sedar.com. Any forward-looking statements are made as of the date hereof and, except as required by law, Wow assumes no obligation to publicly update or revise such statements to reflect new information, subsequent or otherwise.
Neither 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.