16:49:02 EST Sat 21 Feb 2026
Enter Symbol
or Name
USA
CA



Cricket Media Group Ltd
Symbol CKT
Shares Issued 11,749,894
Close 2016-02-23 C$ 0.09
Market Cap C$ 1,057,490
Recent Sedar+ Documents

Cricket Media receives 14-cent-a-share offer

2016-02-26 20:05 ET - News Release

Mr. Aric Holsinger reports

CRICKET ACQUISITION GROUP, INC. TO ACQUIRE CRICKET MEDIA GROUP LTD.

Cricket Media Group Ltd. has entered into an arrangement agreement pursuant to which Cricket Acquisition Group Inc., a newly incorporated entity created for the purpose of the transaction described herein, will acquire all of the outstanding voting common shares of Cricket Media, all of the outstanding restricted voting common shares of Cricket Media and all of the outstanding Series A preferred shares of Cricket Media, in each case for 14 cents per share in cash. The acquisition of such shares will exclude those shares of Cricket Media, which will be exchanged by certain shareholders of Cricket Media for shares in the capital of the purchaser pursuant to rollover and investment agreements to be executed by such shareholders with the purchaser.

The purchase price represents a premium of approximately 56 per cent to the closing price of Cricket Media's voting common shares on the TSX Venture Exchange on Feb. 26, 2016, and represents a premium of approximately 55 per cent to Cricket Media's volume-weighted average share price for the 20 trading days ending on Feb. 26, 2016.

The purchaser is composed of certain shareholders of Cricket Media, including ZG Ventures LLC (ZGV), which shareholders currently own and/or control in aggregate approximately 7 per cent of the outstanding voting common shares of Cricket Media, 64 per cent of the outstanding restricted voting common shares of Cricket Media and 89 per cent of the outstanding Series A preferred shares of Cricket Media. It is currently expected that prior to the mailing of the management information circular of Cricket Media pursuant to the arrangement agreement, which is currently expected to occur in early March of this year, the purchaser will have entered into rollover agreements with shareholders of Cricket Media who own and/or control, directly or indirectly, in excess of two-thirds of the outstanding voting common shares of Cricket Media, two-thirds of the outstanding restricted common shares of Cricket Media and all of the outstanding Series A preferred shares of Cricket Media.

The transaction, which will be completed by way of a plan of arrangement, is expected to close early in the second quarter of 2016, subject to the satisfaction of certain closing conditions.

Pursuant to the arrangement, the purchaser will also acquire 5-per-cent secured convertible debentures of Cricket Media issued pursuant to a trust indenture dated Jan. 21, 2016. The terms upon which the new convertible debentures will be acquired by the purchaser will be described in a management information circular to be mailed to Cricket Media shareholders and holders of new convertible debentures in advance of the meeting to approve the arrangement, and will be set out in agreements to be entered into by certain holders of new convertible debentures and the purchaser prior to closing.

The board of directors of Cricket Media, after consultation with its legal advisers, and on the unanimous recommendation of the special committee of the board of directors of Cricket Media, has determined to recommend that shareholders of Cricket Media vote in favour of the arrangement.

Certain shareholders of Cricket Media (including all of the officers and directors of Cricket Media) who in the aggregate beneficially own approximately 67 per cent of the outstanding voting common shares, restricted voting common shares and Series A preferred shares of Cricket Media (on a combined basis) have agreed pursuant to voting support agreements to vote their shares in favour of the arrangement unless the arrangement agreement is terminated.

Completion of the transaction is subject to customary closing conditions, including court approval of the arrangement, the approval of the arrangement by Cricket Media shareholders voting as a single class (together with any majority of the minority voting approvals required under applicable Canadian securities laws) and the approval of the holders of new convertible debentures voting as a separate class. In addition to the customary closing conditions, the transaction is subject to the conditions that: (i) holders of not fewer than 66-2/3 per cent of the voting common shares and restricted voting common shares (counted together as a single class) shall have entered into rollover agreements; (ii) holders of not fewer than 66-2/3 per cent of the principal amount of new convertible debentures shall have entered into debt agreements prior to closing; and (iii) all holders of bridge indebtedness of the company evidenced by secured convertible debentures due April 30, 2016 (currently in the aggregate principal amount of $6,884,000 (U.S.)) shall have entered into agreements to exchange such bridge debentures for securities of the purchaser following closing.

Full details of the transaction will be included in the circular. A copy of the arrangement agreement, the circular, the voting support agreements and related documents will be filed with the Canadian securities regulatory authorities and will be available under Cricket Media's profile at SEDAR. Information concerning the purchaser in this news release has been provided by the purchaser.

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