Rogers Media Inc. today announced it is acquiring all of the outstanding shares of Score Media Inc., and will wholly own theScore Television Network and related television assets.
The acquisition of Score Media does not include its digital media business, including theScore.com website and mobile applications. Immediately prior to the acquisition, Score Media’s digital assets will be spun out to its existing shareholders, with Rogers Media retaining a 10 per cent equity interest in the digital media business. Rogers Media will also have access to Score Media’s digital technology to immediately enhance its mobile offerings.
The acquisition builds on Rogers’ rich history in sports and reinforces its commitment to delivering premium sports content to its audiences on their platform of choice. Upon receipt of final regulatory approvals, the television network will be rebranded under the Sportsnet umbrella.
“We continue to pursue opportunities to engage, expand and enhance the experience for sports fans. Rogers Media is on a growth trajectory and this builds on our momentum of delivering world-class sports content anywhere, anytime, on any platform,” said Keith Pelley, President, Rogers Media. “theScore is a tremendous sports service that offers a distinct flavour of premium, niche programming that fits squarely within our strategy of delivering highly sought-after content to Canadians.”
Score Media owns theScore Television Network, closed captioning service Voice to Visual Inc., and mixed martial arts promotion The Score Fighting Series, as well as the digital media business being spun out to its shareholders. theScore Television Network is a national specialty television service providing sports news, information, highlights and live event programming across Canada. It is Canada’s third largest specialty sports channel with 6.6 million television subscribers generating approximately $45 million of annual subscription and advertising revenues and approximately $15 million of annual earnings before interest, taxes, depreciation and amortization (EBITDA).
The total consideration payable by Rogers Media in connection with the transaction, including consideration payable to Score Media’s shareholders, consideration for the 10 per cent equity interest in the digital media business, and repayment of Score Media’s third-party debt and transaction expenses, is $167 million.
The transaction will be carried out by way of plan of arrangement, and will be subject to Score Media shareholder and court approvals, and the satisfaction of other customary conditions. The meeting of Score Media shareholders is currently expected to be held in the fall of 2012. The CEO and largest shareholder of Score Media have entered into an irrevocable lockup agreement with Rogers Media in support of the transaction. Upon completion of the arrangement, the shares of Score Media will be held in a CRTC-approved trust and release of the shares to Rogers Media will be subject to receipt of CRTC final approval.
Caution Regarding Forward-Looking Statements, Risks and Assumptions
This press release includes forward-looking statements and assumptions concerning our business with respect to our objectives and strategies to achieve those objectives, statements with respect to our beliefs, plans, expectations, anticipations, estimates or intentions, including guidance with respect to the closing, costs and benefits of the above mentioned theScore Television Network transaction and all other statements that are not historical facts. The timing and completion of the proposed theScore Television Network transaction is subject to customary closing conditions, termination rights and other risks and uncertainties including, without limitation, required regulatory, court, and shareholder approvals. Accordingly, there can be no assurance that the proposed transaction will occur, or that it will occur on the timetable or on the terms and conditions contemplated in this news release. The proposed transaction could be modified, restructured or terminated. There can also be no assurance that the strategic benefits expected to result from the transaction will be fully realized. We caution that all forward-looking information, including any statement regarding our current intentions, is inherently subject to change and uncertainty and that actual results may differ materially from the assumptions, estimates or expectations reflected in the forward-looking information. A number of factors could cause actual results to differ materially from those in the forward-looking statements or could cause our current objectives and strategies to change. Therefore, should one or more of these risks materialize, should our objectives or strategies change, or should any other factors underlying the forward-looking statements prove incorrect, actual results and our plans may vary significantly from what we currently foresee. Accordingly, we warn investors to exercise caution when considering any such forward-looking information herein and that it would be unreasonable to rely on such statements as creating any legal rights regarding our future results or plans. We are under no obligation (and we expressly disclaim any such obligation) to update or alter any forward-looking statements or assumptions whether as a result of new information, future events or otherwise, except as required by law.
