TORONTO--(EON: Enhanced Online News)--Kew Media Group Inc. (TSX: KEW.A, KEW.WT) (“Kew”) today announced that shareholder advisory firm Institutional Shareholder Services Inc. (“ISS”) has recommended approval of Kew’s qualifying acquisition (the “Qualifying Acquisition”).
“…support for the qualifying transaction is warranted as there is an adequate strategic rationale for the transaction that creates combined high-growth portfolio of content production and distribution businesses with CMC’s extensive diversified distribution operations being complemented by ten content producing companies.”
The Qualifying Acquisition comprises the acquisition by Kew of 100% of six leading content companies to create a global media platform: Content Media Corporation plc (“CMC”); Architect Films Inc.; Bristow Global Media Inc.; Frantic Films Corporation; Media Headquarters Film & Television Inc.; and Our House Media Inc.
In a report issued on February 27, 2017, ISS recommends that shareholders of Kew vote FOR the approval of the Qualifying Acquisition.
ISS states that: “…support for the qualifying transaction is warranted as there is an adequate strategic rationale for the transaction that creates combined high-growth portfolio of content production and distribution businesses with CMC’s extensive diversified distribution operations being complemented by ten content producing companies.”
ISS adds that: “Moreover, the estimated pro-rated resulting equity value appears to propose a significant up-side potential to the existing public shareholders.”
With regard to Kew’s business prospects following closing of the Qualifying Acquisition, ISS comments that: “…the company is expected to transform into a significant independent content business with dynamic media platform, and with main offices in key entertainment industry centres. […] Overall, such unique business combination is expected to provide the resulting issuer with proliferation of distribution and production opportunities.”
Kew also announced ISS’ recommendation that shareholders of Kew vote FOR the approval of each of its shareholder rights plan (the “Rights Plan”) and advance notice by-law (the “Advance Notice By-Law”), the adoption of which are being sought at Kew’s special meeting of shareholders to approve the Qualifying Acquisition, which is scheduled for March 13, 2017. Following discussions with ISS, Kew has made minor amendments to the Rights Plan and the Advance Notice By-Law. The amended versions of the Rights Plan and the Advance Notice By-Law are available under Kew’s profile on SEDAR at www.sedar.com.
Kew expects the Qualifying Acquisition to be completed on or around March 20, 2017, subject to the satisfaction of certain conditions as set out in the purchase agreements for the six businesses.
Cautionary Note Regarding Forward-Looking Statements
This news release may contain forward‐looking statements (within the meaning of applicable securities laws) which reflect Kew’s current expectations regarding future events. Forward-looking statements are identified by words such as “believe”, “anticipate”, “project”, “expect”, “intend”, “plan”, “will”, “may”, “estimate” and other similar expressions. These statements are based on Kew’s expectations, estimates, forecasts and projections and include, without limitation, statements regarding the completion of the Qualifying Acquisition.
The forward-looking statements in this news release are based on certain assumptions, including without limitation the receipt of any required regulatory and shareholder approvals, and the expected timing related thereto, that Kew’s future objectives and strategies to achieve those objectives will not change and the expectation that no event, change or other circumstance will occur that could give rise to the termination of any of the purchase agreements. The forward-looking statements are not guarantees of future performance and involve risks and uncertainties that are difficult to control or predict. A number of factors could cause actual results to differ materially from the results discussed in the forward-looking statements, including, but not limited to, the risk that the Qualifying Acquisition may not be completed as planned. Readers, therefore, should not place undue reliance on any such forward-looking statements. Further, these forward-looking statements are made as of the date of this news release and, except as expressly required by applicable law, Kew assumes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.