Ms. Leanne Wright reports
ZOOMERMEDIA LIMITED ANNOUNCES CLOSING OF PLAN OF ARRANGEMENT
ZoomerMedia Ltd. has closed the previously announced plan of arrangement pursuant to which 16431771 Canada Inc. (the purchaser), a company owned by Northbridge Financial Corp., an entity controlled by Fairfax Financial Holdings Ltd., and Omri Tintpulver, acquired, with an effective date of Dec. 13, 2024, all of the issued and outstanding common shares of the company not owned by Moses Znaimer, Mr. Tintpulver, Olympus Management Ltd. and Northbridge at a price of eight cents in cash per minority share. The arrangement was approved by the company's shareholders on Dec. 6, 2024, and by the Superior Court of Justice (commercial list) on Dec. 11, 2024.
With the arrangement now complete, the common shares will be halted from trading on the TSX Venture Exchange, and ZoomerMedia intends to cause the common shares to be delisted from the TSX-V as soon as reasonably practicable. In addition, ZoomerMedia intends to submit an application to the applicable securities regulators to cease to be a reporting issuer and to terminate its public reporting obligations.
As at the effective date, each holder of a minority share is entitled to receive the cash consideration per common share. To receive their respective cash consideration, registered minority shareholders must surrender the certificates representing their minority shares together with a duly completed and corresponding executed letter of transmittal to Computershare Investor Services Inc. The letter of transmittal was mailed to shareholders with ZoomerMedia's management information circular dated Nov. 4, 2024. The letter of transmittal is for use by registered minority shareholders only and is not to be used by beneficial holders of minority shares. A beneficial minority shareholder does not hold minority shares in its name, but such shares are held by an intermediary such as a brokerage firm or clearing agency such as CDS. If you are a beneficial minority shareholder, your intermediary will submit the required documentation to receive your consideration.
About ZoomerMedia Ltd.
Founded by television and media icon Mr. Znaimer in 2008, ZoomerMedia is a multimedia company devoted to creating content for Canada's most powerful audiences: the 18.1 million people aged 45-plus also known as zoomers and the 15.1 million millennials and Gen Zs, coincidentally also called zoomers, who follow in their footsteps.
ZoomerMedia operates five TV, three radio, two print and 21 digital properties. ZoomerMedia produces original TV, radio, podcast and print content, and offers clients creative audio and video production services, and bespoke events on site at its 2.6-acre complex in Toronto's Liberty Village.
Specific ZoomerMedia property names and descriptions are as follows.
Television: VisionTV, available in 7.5 million households is Canada's home for British comedy and drama series, VisionTV's flagship current affairs show theZoomer, original Zoomer-made series like Your All-Time Classic Hit Parade, plus uplifting movies, music, and multicultural and multilingual faith programming; OneTV: the exercise and entertainment channel, combines original Zoomer-made fitness series with British serial soaps, dramas and American movies; JoyTV in Vancouver, Victoria, Surrey and the Fraser Valley; and FaithTV in Winnipeg are devoted to broadcasting Christian, multifaith and local content.
Zoomer digital network reaches 18.5 million monthly active users with over a billion annual page views and social media engagements. ZDN comprises: DailyHive and the DailyHive website in Western Canada, Ontario, Quebec and the Maritimes, one of Canada's most followed lifestyle brands with over 10 million monthly active users, over 270 million annual page views, and 3.1 million followers across Instagram, Facebook, Twitter (X), TikTok and LinkedIn; blogTO and blogTO website, Toronto's unrivalled local publisher across digital and social media platforms, bring in eight million monthly active users, and over 213 million page views annually; Curiocity and the Curiocity website are one of Alberta's leading digital media publishers, with a presence in Calgary, Edmonton and a number of other key markets in Canada.
Zoomer Magazine's EverythingZoomer is Canada's leading provider of on-line content targeting the 45-plus; The Peak is a daily newsletter serving 150,000 Canadian professionals and business leaders with the day's top business and technology stories packaged in smart bite-sized formats; Ludwig Van is Canada's leading digital voice for classical music, opera and arts headline news, reviews and interviews; and MobileSyrup is Canada's news and views source for all things technology; ZoomerMedia also operates TitusOne, a digital marketing agency that specializes in growing audiences through search, social media and creative content strategies.
Radio: the new classical FM, Canada's only all classical music radio service broadcasting over three frequencies in a unique Ontario regional network: 96.3FM CFMZ-FM Toronto (Greater Toronto Area), 103.1FM CFMX-FM Cobourg (Eastern Ontario) and 102.9FM CFMO-FM Collingwood (Southern Georgian Bay); Zoomer Radio, original greatest hits, which has the biggest broadcast footprint in Canada, reaches into the United States, and broadcasts simultaneously on AM and FM in Toronto (740AM CFZM-AM and 96.7FM CFZM-FM in downtown Toronto); and the newly acquired CJOS 92.3 FM in Owen Sound that will play adult hits, the 60s, 70s and 80s, along with information programming as part of the Zoomer radio regional network. (The sale is subject to Canadian Radio-television and Telecommunications Commission approval and other closing conditions.)
Print: Zoomer Magazine, the company's flagship magazine and Canada's largest paid circulation magazine for the 45-plus; and the quarterly On The Bay Magazine, the dominant regional lifestyle magazine for some two dozen towns and villages of Ontario's South Georgian Bay. On The Bay also produces Baywatch, a TV style digital channel featuring up-to-the-minute headlines and hot sales offers, along with video stories showcasing local faces, places and events.
ZoomerMedia also supports the efforts of its affiliate non-profit, non-partisan advocacy association CARP, the Canadian Association of Retired Persons. Through ZoomerMedia, CARP has access to a powerful suite of media channels that no other advocacy group in Canada enjoys.
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