The Disinterested Members of the Board of Directors of WOW! Unlimited Media Inc. Unanimously Recommend Shareholders and Noteholders Vote “For” the Proposed Transaction
Toronto, Ontario and Vancouver, British Columbia–(Newsfile Corp. – December 20, 2021) – WOW! Unlimited Media Inc. (TSXV: WOW) (OTCQX: WOWMF) (“WOW!” or the “Company“), a leading animation-focused, multi-platform entertainment company, reminds shareholders (the “Company Shareholders“) and noteholders (the “Company Noteholders” and, together with the Company Shareholders, the “Company Securityholders“) of WOW! to vote in connection with the upcoming special meetings of the Company Shareholders and the Company Noteholders (together, the “Meetings“) taking place on December 30, 2021 at 1:00 p.m. (Toronto time) and 1:30 p.m. (Toronto time), respectively. The special meeting of Company Shareholders will be held via live webcast online at meetnow.global/MJ55C6G, and the special meeting of Company Noteholders will be held via live webcast online at meetnow.global/M7WJFKR. The deadline for Company Shareholders and Company Noteholders to vote by proxy is 1:00 p.m. (Toronto time) and 1:30 p.m. (Toronto time), respectively, on December 24, 2021.
At the Meetings, Company Shareholders and Company Noteholders will be asked to vote on the proposed plan of arrangement (the “Arrangement“) under Division 5 of Part 9 of the Business Corporations Act (British Columbia) in connection with an arrangement agreement between the Company, Genius Brands International, Inc. (“Genius“) and 1326919 B.C. Ltd. (the “Purchaser“), a wholly-owned subsidiary of Genius, dated October 26, 2021 (the “Arrangement Agreement“) pursuant to which: (i) the Company’s outstanding 9.5% unsecured subordinated convertible debentures (the “Notes“) will convert into common shares in the capital of the Company; and (ii) thereafter, Genius, through the Purchaser, will acquire all of the outstanding shares of the Company (the “Company Shares” and, collectively with the Notes, the “Company Securities“).
If the Arrangement becomes effective, each Company Share will be acquired in consideration for: (i) $1.169 in cash (less any applicable withholding taxes); and (ii) 0.271 of a share of common stock of Genius (“Genius Shares“). Eligible Canadian holders of Company Securities will be able to elect to receive exchangeable shares in the capital of the Purchaser (“Exchangeable Shares“), which will be exchangeable into Genius Shares in accordance with their terms, instead of the Genius Shares to which they would otherwise be entitled pursuant to the Arrangement. For more information regarding the Arrangement, please see the management information circular of the Company dated December 1, 2021 prepared in connection with the Meetings (the “Circular“), which is available on the Company’s SEDAR profile at www.sedar.com.
Company Securities may be voted electronically in accordance with the instructions set out in the meeting materials, available on the Company’s SEDAR profile at www.sedar.com or on the Company’s website at https://www.wowunlimited.co/ir/. Eligible Canadian holders of Company Securities are reminded that, in order to make an election to receive Exchangeable Shares upon completion of the Arrangement, you must complete and return a letter of transmittal and election form (the “Letter of Transmittal“) to Computershare Investor Services Inc. (“Computershare“), the depositary under the Arrangement, by no later than 5 p.m. (Toronto time) on December 24, 2021. Please refer to the Letter of Transmittal, which accompanied the Circular and is available on the Company’s SEDAR profile and the Company’s website, for instructions on how to complete and return the Letter of Transmittal.
The Circular contains certain important information, including a description of the key terms and conditions of the Arrangement and a summary of certain risk factors relating to the Arrangement. The Circular also includes the background, anticipated benefits and rationale that have resulted in the disinterested members of the WOW! board of directors (the “WOW! Board“) recommending that Company Securityholders approve the Arrangement at the Meetings.
After consultation with its financial and legal advisors, and on the unanimous recommendation of the independent special committee of the WOW! Board, the disinterested members of the WOW! Board unanimously: (i) determined that the Arrangement is in the best interests of the Company; (ii) determined that the Arrangement is fair, from a financial point of view, to the Company Securityholders; (iii) approved the Arrangement, the Arrangement Agreement and the Company’s performance of its obligations thereunder; and (iv) resolved to recommend that the Company Securityholders vote FOR the applicable arrangement resolutions authorizing the Arrangement.
In order for the Arrangement to be effective, the Arrangement must be approved by the affirmative vote of at least: (i) two-thirds (662/3%) of the votes cast on the applicable arrangement resolutions by each of: (A) the Company Shareholders, voting as a single class, present or represented by proxy at the special meeting of Company Shareholders and entitled to vote thereat; (B) the Company Noteholders present or represented by proxy at the special meeting of Company Noteholders and entitled to vote thereat; and (ii) a simple majority of the votes cast on the applicable arrangement resolution by each of (A) the Company Shareholders, voting as a single class, present or represented by proxy at the special meeting of Company Shareholders, and (B) the Company Noteholders, present or represented by proxy at the special meeting of Company Noteholders, in each case excluding the votes cast in respect of any Company Shares and Notes, as applicable, held by persons whose votes may not be included under the minority approval requirements for a business combination under Multilateral Instrument 61-101, as further described in the Circular. Each Company Shareholder is entitled to one vote for each share of the Company held regardless of class and each Company Noteholder is entitled to one vote for every $1,000 of principal amount of Notes held, in each case as of the record date for the Meetings of November 24, 2021.
It is expected that the Arrangement will be completed as soon as possible after receipt of the applicable shareholder, court and other regulatory approvals and the satisfaction or waiver of all other conditions in the Arrangement Agreement. However, it is not possible to state with certainty when or if the closing of the Arrangement will occur.
Registered Company Shareholders are also advised that, due to a printing error, Computershare inadvertently sent an incorrect form of proxy to certain registered Company Shareholders. The correct form of proxy has been subsequently couriered to such registered Company Shareholders. If you are a registered Company Shareholder and wish to vote your Company Shares, you may access the form of proxy for Company Shareholders online on the Company’s SEDAR profile at www.sedar.com or on the Company’s website at https://www.wowunlimited.co/ir/ and vote your Company Shares in accordance with the instructions in such form of proxy (including electronically). Votes with respect to Company Securities can also be cast live at the applicable Meeting. If you have questions about how to complete and submit your vote or your form of proxy, please contact Computershare at 1-800-564-6253.
If you have any questions or require assistance with voting your proxy, please contact WOW! at [email protected]m.
About WOW! Unlimited Media Inc.
WOW! is a leading animation-focused entertainment company producing top-end content and building brands and audiences on the most engaging media platforms. WOW! produces animation in its two established studios: Frederator Studios in the USA, which has a 20-year track record; and one of Canada’s largest, multi-faceted animation production studios, Mainframe Studios, which has a 25-year track record. WOW! also operates Channel Frederator Network on YouTube. The common voting shares of WOW! and variable voting shares of WOW! are listed on the TSXV (TSXV: WOW) and the OTCQX Best Market (OTCQX: WOWMF). Further information about WOW! is available at: www.wowunlimited.co.
Investor Relations Contact:
Colleen Kirk, Kirk Group Media
Certain statements in this press release constitute “forward-looking statements” within the meaning of the federal securities laws. Words such as “may,” “might,” “will,” “should,” “believe,” “expect,” “anticipate,” “estimate,” “continue,” “predict,” “forecast,” “project,” “plan,” “intend,” or similar expressions, or statements regarding intent, belief, or current expectations, are forward-looking statements.
Forward-looking statements in this press release include, but are not limited to: statements with respect to the anticipated completion of the Arrangement (on the same terms or otherwise) and the timing of such completion; the consideration to be received by Company Securityholders pursuant to the Arrangement; the satisfaction of closing conditions of the Arrangement which include, without limitation (i) requisite approval of Company Shareholders and Company Noteholders, and (ii) court and other regulatory approvals, and (iii) certain other closing conditions contained in the Arrangement Agreement; and statements with respect to the anticipated benefits of the Arrangement on the combined businesses of WOW! and Genius. Actual results and developments may differ materially from those contemplated by these statements.
These forward-looking statements are based upon current estimates and assumptions regarding WOW! and Genius, including the successful completion of the Arrangement, anticipated benefits of the Arrangement, expected growth and growth opportunities, results of operations, performance and industry trends. While the parties believe these forward-looking statements and the underlying assumptions are reasonable, undue reliance should not be placed on any such forward-looking statements as they are based on information available to the Company on the date of this press release (which may prove to be incorrect).
Factors that could cause future results or events to differ materially from current expectations expressed or implied by the forward-looking statements include, without limitation, significant transaction costs or unknown liabilities; economic, competitive, political and social uncertainties; the state of capital markets; risks relating to (i) the ability of the parties to satisfy the closing conditions of the Arrangement Agreement, (ii) the ability of the WOW! Board to consider and approve a superior proposal for WOW! prior to the completion of the Arrangement, (iii) failure to receive the requisite approval of Company Shareholders and Company Noteholders and court or other regulatory approvals, or failure of the parties to obtain such approvals or to satisfy such conditions in a timely manner, (iv) unforeseen challenges in integrating the businesses of WOW! and Genius, (v) failure to realize the anticipated benefits of the Arrangement, (vi) the business, operational and/or financial performance or achievements of WOW! and Genius may be materially different from that which is currently anticipated, and (vii) other unforeseen events, developments, or factors causing any of the aforesaid expectations, assumptions, and other factors ultimately being inaccurate or irrelevant. In particular, the benefits anticipated in respect of the Arrangement are based on the current business, operational and financial position of each of WOW! and Genius, which are subject to a number of risks and uncertainties. Readers are cautioned that the foregoing list of risks, uncertainties and assumptions are not exhaustive. In addition, if the Arrangement is not completed, and WOW! continues as an independent entity, there are risks that the announcement of the Arrangement Agreement and the dedication of substantial resources of WOW! to the completion of the Arrangement could have an impact on its business and strategic relationships (including with regulatory bodies, future and prospective employees, customers, suppliers and partners), operating results and activities in general, and could have a material adverse effect on its current and future operations, financial condition and prospects. Consequently, readers are cautioned not to place undue reliance on the forward-looking statements and information contained in this press release. WOW! disclaims any obligation to update or revise these forward-looking statements, except as required by applicable law.
Readers can find further information with respect to these and other risks affecting WOW! in filings made by WOW! with the Canadian securities regulators including (copies of which are available under WOW!’s SEDAR profile at www.sedar.com).
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/108131