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VANCOUVER, British Columbia, Jan. 25, 2021 (Globe NEWSWIRE) — Glacier Media Inc. (TSX: GVC) (“Glacier”) and GVIC Communications Corp. (TSX: GCT) (“GVIC”) nowadays announced that they have entered into a definitive arrangement settlement (the “Agreement”) under which Glacier will acquire all of the Class B common voting shares and Course C non-voting shares of GVIC not now held by Glacier and its subsidiary, or by a wholly-owned confined partnership of GVIC (the “Arrangement”), subject to GVIC shareholder approval and other customary closing problems. Glacier currently owns 37.9% of the Class B typical voting shares and 97.7% of the Class C non-voting shares of GVIC, excluding shares held by the wholly-owned minimal partnership of GVIC.
Below the terms of the Agreement, each and every Course B popular voting share (“GVIC B Share”) and Course C non-voting share (“GVIC C Share” and, collectively with the GVIC B Share, the “GVIC Shares”) of GVIC will be exchanged for .8 of frequent shares of Glacier (“Glacier Shares”). The trade ratio represents a top quality to the price tag of the GVIC Shares prior to the announcement of the Arrangement. Upon completion of the Arrangement, the shareholders of GVIC, excluding Glacier and its subsidiary, will keep around 7,750,000 Glacier Shares, or 5.7% of the Glacier Shares fantastic immediately after offering result to the proposed transaction.
Gains AND Concerns FOR GVIC SHAREHOLDERS
The transaction presents the next positive aspects to GVIC shareholders
- Gives a quality to the GVIC share price, based mostly on equally the market rate and valuation price of GVIC Shares and Glacier Shares
- Removes the existing twin public firm structure, which is predicted to:
- Provide a less difficult structure for public investors which should permit for much easier investor relations attempts to enhance investor demand and
- Decrease operating expenses
- Will increase liquidity for GVIC shareholders
- Resolves the inter-firm financial loans that are owed by GVIC to Glacier and
- Presents holders of Class C non-voting shares the capacity to become holders of voting widespread shares in Glacier.
Positive aspects AND Things to consider FOR GLACIER SHAREHOLDERS
The transaction provides the next rewards to Glacier shareholders:
- Eradicates the latest twin community organization construction, which is expected to:
- Deliver a easier composition for public buyers which should allow for much easier trader relations efforts to enhance investor demand from customers and
- Lessen operating expenses and
- Improves possession in the main businesses owned by GVIC.
A description of the Agreement will be set forth in GVIC’s Substance Modify Report to be filed on SEDAR at www.sedar.com.
The Arrangement has been permitted by the board of directors of Glacier.
The board of directors of GVIC (“GVIC Board”) formed a special committee consisting solely of unbiased directors (the “GVIC Special Committee”) to, between other factors, overview, assess and negotiate the Arrangement on behalf of GVIC. Calcap Valuation Expert services Constrained, performing as fiscal advisor to the GVIC Exclusive Committee, has supplied a formal valuation of GVIC, which included a valuation of the Glacier consideration shares, as well as its feeling to the GVIC Particular Committee (topic to assumptions and skills) that the thing to consider to be received by GVIC shareholders (other than Glacier, its wholly-owned subsidiary and the confined partnership owned by GVIC) pursuant to the Arrangement is honest, from a monetary position of look at, to this kind of GVIC Shareholders (the “Valuation and Fairness Opinion”). The GVIC Specific Committee, immediately after contemplating, among the other items, the Valuation and Fairness Belief and the assistance of its monetary and legal advisors, has unanimously accepted the Arrangement and advisable approval of the Arrangement to the GVIC Board. Just after thinking of, between other items, the recommendation of the GVIC Particular Committee and its receipt of the Valuation and Fairness Viewpoint, the GVIC Board has unanimously (with two directors abstaining who are administrators of Glacier) decided that the Arrangement is in the best interests of GVIC and truthful, from a economic position of view, to the GVIC shareholders (other than Glacier, its wholly-owned subsidiary and the limited partnership owned by GVIC). The GVIC Board unanimously (with two administrators abstaining who are administrators of Glacier) recommends that these types of GVIC shareholders vote in favour of the Arrangement.
Holders (other than Glacier and its subsidiary) of 1,744,056 GVIC B Shares (41.4% of GVIC B Shares excellent) and of 1,976,553 GVIC C Shares (.7% of GVIC C Shares superb) have entered into help and voting agreements with Glacier and have agreed to vote their GVIC Shares for the Arrangement. In addition, pursuant to the Agreement, Glacier has agreed to vote all of the 1,594,609 GVIC B Shares (37.9% of GVIC B Shares exceptional) and all of the 289,402,651 GVIC C Shares (97.7% of the GVIC C Shares remarkable, excluding these held by a constrained partnership owned by GVIC), held by it and its subsidiary for the Arrangement.
The Arrangement is issue to the approval (i) by 66 2/3% of the votes cast by GVIC Class B common voting shareholders current in human being or by proxy at a specific shareholders assembly (the “Meeting”) identified as to take into account the Arrangement, and (ii) by a majority of the votes forged by GVIC Course B widespread voting shareholders, existing in particular person or by proxy at the Conference, immediately after excluding the votes forged by Glacier, its affiliate marketers and certain other relevant functions, and (iii) by 66 2/3% of the votes forged by GVIC Class C non-voting shareholders existing in person or by proxy at the Assembly named to contemplate the Arrangement.
Closing of the Arrangement is envisioned to take place at the end of March 2021, topic to GVIC shareholder acceptance at the Conference scheduled for March 17, 2021, the approval of the Supreme Court of British Columbia as expected, the acceptance of the Toronto Stock Trade to the listing of Glacier Shares and other customary closing problems.
None of the securities to be issued pursuant to the Arrangement have been or will be registered less than the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or any state securities legislation, and any securities issuable in the Arrangement are expected to be issued in reliance on accessible exemptions from these types of registration demands pursuant to Section 3(a)(10) of the U.S. Securities Act and relevant exemptions under point out securities guidelines. This push launch does not represent an supply to market or the solicitation of an supply to invest in any securities.
A duplicate of the Arrangement will be submitted by Glacier with Canadian securities regulators, and will be offered for viewing at www.sedar.com. GVIC shareholders will get a duplicate of the Management Information and facts Circular with respect to the Assembly. The Management Facts Circular, as effectively as other filings made up of data about the Arrangement, which includes the Settlement, will also be offered, without cost, on GVIC’s web-site, www.gviccommunicationscorp.ca, and on www.sedar.com.
The Toronto Inventory Exchange has neither reviewed nor accepts duty for the adequacy or accuracy of this news launch.
ADVISORS AND COUNSEL
Calcap Valuation Companies Limited acted as fiscal advisor to the GVIC Exclusive Committee, while Blake, Cassels & Graydon LLP acted as legal advisor to the GVIC Special Committee.
Ahead Looking STATEMENTS
This information release incorporates ahead-searching statements that relate to, amid other things, GVIC and Glacier’s objectives, targets, procedures, intentions, strategies, beliefs, anticipations and estimates. These forward-wanting statements consist of, between other items, statements relating to GVIC and Glacier’s anticipations concerning the predicted completion of the Arrangement and timing for this kind of completion, acceptance of the Arrangement by GVIC Shareholders, getting approvals and fulfilling closing disorders, the listing of Glacier Shares on the TSX, the applicability of the exemption under Segment 3(a)(10) of the United States Securities Act of 1933, as amended to the securities issuable in the Arrangement, reduction of prices, the result of internet marketing attempts, any boost in current market need, the ability to solve intercompany loans and the phrases of and the completion of the Arrangement. These forward-wanting statements are based mostly on selected assumptions, including the implementation of cost reductions and promoting endeavours, resolution of intercompany financial loans and the pleasure of the conditions precedent to the completion of the Arrangement, which are subject to risks, uncertainties and other components which might induce results, functionality or achievements of GVIC and Glacier to be materially distinctive from any long run success, functionality or achievements expressed or implied by these ahead-on the lookout statements, and undue reliance must not be put on these statements.
Important components that could trigger precise benefits to vary materially from these anticipations incorporate failure to put into practice or realize supposed benefits from expense reduction and promoting endeavours, to solve intercompany loans, failure to satisfy the circumstances precedent to the completion of the Arrangement, the ability to consummate the Arrangement, the means to receive requisite GVIC Shareholder approvals, the satisfaction of other disorders to the consummation of the Arrangement, basic economic, small business and political situations, which include changes in the monetary markets, changes in relevant legislation, acceptance by the TSX for the listing of Glacier Shares, failure to put into action or realize the supposed results from cost reduction and advertising and marketing initiatives, the failure to take care of intercompany loans and the other chance variables shown in each individual of GVIC and Glacier’s Yearly Information Varieties less than the heading “Risk Factors” and in their respective MD&A under the heading “Business Atmosphere and Risks”, a lot of of which are out of GVIC and Glacier’s control. These other chance things include, but are not restricted to, the effects of Coronavirus, that future income movement from operations and the availability underneath present banking arrangements are considered to be suitable to help money liabilities and that GVIC expects to be profitable in its objection with CRA, the means of Glacier and GVIC to market marketing and subscriptions associated to its publications, foreign trade amount fluctuations, the seasonal and cyclical nature of the agricultural and vitality sectors, discontinuation of govt grants, standard market circumstances in each Canada and the United States, improvements in the selling prices of bought supplies together with newsprint, the effects of competition in Glacier’s and GVIC’s marketplaces, dependence on crucial staff, integration of freshly obtained organizations, technological alterations, tax chance, financing danger, personal debt assistance chance and cybersecurity possibility.
The ahead-on the lookout statements created in this news launch relate only to functions or information as of the day on which the statements are created. Besides as demanded by law, neither GVIC nor Glacier undertakes any obligation to update or revise publicly any forward-searching statements, whether as a final result of new information and facts, upcoming situations or usually, soon after the day on which the statements are created or to replicate the event of unanticipated events.
Glacier Media Inc. is an information & marketing methods company pursuing advancement in sectors in which the provision of necessary info and connected expert services gives substantial consumer utility and benefit. Glacier’s solutions and products and services are concentrated in two spots: 1) knowledge, analytics and intelligence and 2) written content & advertising remedies.
GVIC Communications Corp. is an information & advertising alternatives business pursuing progress in sectors the place the provision of crucial details and associated solutions presents higher purchaser utility and benefit. GVIC’s merchandise and companies are targeted in two spots: 1) details, analytics and intelligence and 2) content & marketing answers.
FOR Further more Data Remember to Make contact with:
Mr. Orest Smysnuik, Main Fiscal Officer, Glacier Media Inc. 604-708-3264. Mr. Jon Kennedy, President & Chief Executive Officer, GVIC Communications Corp. 604-708-3276.
Supply: GVIC Communications Corp. Glacier Media Inc