Rogers Media to acquire BV! Media at $0.40 in cash per share: Rogers Media expands with national ad network products and further into the Quebec Internet market
TORONTO and MONTREAL - Rogers Media Inc. and BV! Media Inc. announced that they have entered into a definitive agreement pursuant to which Rogers Media will acquire all of the issued and outstanding Common Shares of BV! Media for $0.40 in cash per share.
The all-cash consideration of $0.40 per Share values BV! Media at approximately $25 million and represents a premium of approximately 100% to the volume-weighted average trading price of the BV! Media shares for the past 20 trading days on the TSX Venture Exchange.
"We are thrilled to have the BV! Media team join the Rogers family," said Claude Galipeau, SVP & GM, Digital Media, Rogers Media. "BV! Media has an extensive line of ad solutions that we will incorporate into our existing digital media sales offerings. In addition, the BRANCHEZ-VOUS! network of sites in Quebec will give us greater reach in the Francophone market. Upon closing, Rogers Digital Media will have an impressive set of content offerings and digital sales solutions, including premium brands, exclusive sales inventory on partner sites, channels targeting key demographics, and performance media."
"We are very pleased with this transaction for many reasons: it reflects BV! Media's true value and exemplifies our commitment to maximize value for all our shareholders," commented Gino Coutu, President, Ad network and co-CEO of BV! Media. "Furthermore, it is occurring with a strategic partner that has already demonstrated its respect for our organization and our people, and it ensures total continuity with our trusted partners and clients. This transaction is fully supported by the senior management team."
"After fifteen years as a successful standalone business we are eager to become part of one of Canada's largest media companies and to have our team and assets contribute to Rogers' expansion in both digital media and the Quebec market" commented Patrick Pierra, founder and co-CEO of BV! Media.
Certain shareholders of BV! Media, including Patrick Pierra, President, Content and co-Chief Executive Officer, Gino Coutu, President, Ad Network and co-Chief Executive Officer, Athanasios Vorias, Chief Financial Officer, Lior Amar, Chief Technology Officer and Harold E. Sharon, Director, who hold in the aggregate approximately 76% of the BV! Media shares, have each entered into voting and support agreements with Rogers Media pursuant to which they have irrevocably agreed to vote their BV! Media shares in favour of the transaction ("hard lock-ups").
The transaction will be effected by way of a statutory amalgamation of BV! Media with a wholly-owned subsidiary of Rogers Media under the Canada Business Corporations Act, requiring the approval of 66 2/3% of the votes cast by holders of Common Shares of BV! Media. A special meeting of shareholders of BV! Media will be held to consider the transaction in the second half of September, 2010. Subject to receiving the required BV! Media shareholder approval and to the satisfaction of other customary conditions, it is anticipated that this transaction would close shortly after the shareholder meeting.
Board Approves Unanimously
BV! Media appointed a Special Committee of the Board of Directors comprised of three directors who are independent within the meaning of Multilateral Instrument 61-101, namely Messrs André Bisson (Chairman) and Jean-Pascal Lion, and Ms. Martine Guimond. The proposed transaction has been approved unanimously by the Board of Directors of BV! Media (with interested directors abstaining) following the report and favourable unanimous recommendation of the Special Committee. In doing so, the Board of Directors determined that the transaction is fair to BV! Media shareholders and in the best interests of BV! Media and authorized the submission of the transaction to shareholders. The Board of Directors of BV! Media has also determined unanimously (with interested directors abstaining) to recommend that shareholders of BV! Media vote in favour of the transaction.
In reviewing the transaction, the Special Committee received an opinion from National Bank Financial Inc. to the effect that the consideration to be received pursuant to the transaction is fair, from a financial point of view, to the shareholders of BV! Media. A copy of the fairness opinion, factors considered by the Special Committee and the Board of Directors and other relevant background information will be included in the management information circular that will be sent to BV! Media shareholders in connection with the special meeting of shareholders to consider the transaction.
Speaking on behalf of the Special Committee, André Bisson said: "We are confident that the proposed transaction is the best outcome for all BV! Media's shareholders and we recommend them to support it".
Other Transaction Terms
The definitive agreement contains customary provisions prohibiting BV! Media from soliciting competing acquisition proposals and providing Rogers Media with a right to match any unsolicited competing acquisition proposal which the Board of Directors of BV! Media determines, in the exercise of its fiduciary duties, to be superior to the transaction contemplated by the definitive agreement. In the event that Rogers Media does not match such a superior proposal, the Board of Directors of BV! Media will be entitled to change its recommendation and Rogers Media will then have the option to either terminate the definitive agreement and be paid a termination fee of $750,000 or force BV! Media to hold the special meeting of shareholders to vote on the transaction contemplated by the definitive agreement.