Toronto, Ontario--(Newsfile Corp. - December 6, 2024) - ZoomerMedia Limited (TSXV: ZUM) (the "Company" or "ZoomerMedia") is pleased to announce that the shareholders of the Company (the "Shareholders") have approved the proposed plan of arrangement (the "Arrangement") involving 16431771 Canada Inc., Moses Znaimer, Olympus Management Limited, OZ Media Holdings Inc., and the Company at the special meeting of Shareholders (the "Meeting") held earlier today.
The special resolution approving the Arrangement (the "Arrangement Resolution") was approved at the Meeting by 99.52% of the votes cast by Shareholders present or represented by proxy at the Meeting. To be effective, the Arrangement Resolution required the affirmative vote of at (a) at least two-thirds of the votes cast by the Shareholders present in person or represented by proxy and entitled to vote at the Meeting; and (b) a simple majority of the votes cast by the Shareholders present in person or represented by proxy and entitled to vote at the Meeting, other than the shares held by Moses Znaimer, Olympus Management Limited, Omri Tintpulver, and Northbridge Financial Corporation which were excluded for the purpose of such vote under Multilateral Instrument 61-101 - Protection of Minority Securityholders in Special Transactions.
Additional details of the voting results will be included in a report of voting results to be filed on SEDAR+ (www.sedarplus.ca) under the Company's issuer profile.
The Arrangement is expected to become effective shortly after December 11, 2024, being the date of the final order hearing, subject to, among other things, ZoomerMedia obtaining a final order from the Ontario Superior Court of Justice (Commercial List) in respect of the Arrangement and the satisfaction or waiver of certain other customary closing conditions. It is expected that shortly after completion of the Arrangement, the common shares of ZoomerMedia will be delisted from the TSX Venture Exchange (the "TSX-V"). Additional details about the Arrangement and the Arrangement Resolution can be found in the management information circular of ZoomerMedia dated November 4, 2024 together with the addendum thereto dated November 12, 2024, copies of which are available on SEDAR+ (www.sedarplus.ca) under ZoomerMedia's issuer profile.
About ZoomerMedia Limited
Founded by television and media icon Moses Znaimer in 2008, ZoomerMedia Limited is a multimedia company devoted to creating content for Canada's most powerful audiences: the 18.1 million people aged 45-plus aka "Zoomers", and the 15.1 million Millennials and Gen Zs, coincidentally also called "Zoomers", who follow in their footsteps.
ZoomerMedia operates 5 TV, 3 Radio, 2 Print, and 21 Digital properties. ZoomerMedia produces original TV, Radio, Podcast and Print content, 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 & 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, multi-faith, and local content.
Zoomer Digital Network ("ZDN"): Reaches 18.5 million monthly active users with over a billion annual pageviews and social media engagements. ZDN comprises: DailyHive, dailyhive.com in Western Canada, Ontario, Quebec, and The Maritimes, is 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, blogto.com, Toronto's unrivalled local publisher across digital and social media platforms, brings in 8 million monthly active users, and over 213 million page views annually; Curiocity, curiocity.com is 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.com is Canada's leading provider of online content targeting the 45-plus; The Peak, readthepeak.com is a daily newsletter serving 150,000 Canadian professionals and business leaders with the day's top business and tech stories packaged in smart bite-sized formats; Ludwig Van, Ludwig-Van.com, is Canada's leading digital voice for classical music, opera and arts headline news, reviews, and interviews; and MobileSyrup, MobileSyrup.com is Canada's news and views source for all things tech; 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 (GTA), 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 US, 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, 80s, along with information programming as part of the Zoomer Radio Regional network. (The sale is subject to CRTC 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.ca, 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.
ZoomerMedia Contact:
Leanne Wright, SVP Communications
ZoomerMedia Limited
416-886-6873
leanne@zoomer.ca
CAUTIONARY NOTE ON FORWARD LOOKING STATEMENTS
Certain statements made in this news release are forward-looking statements within the meaning of applicable securities laws, including, but not limited to, statements with respect to timing and ability of ZoomerMedia to implement the Arrangement (if at all); the timing and ability of ZoomerMedia to obtain the final order (if at all); the ability of 16431771 Canada Inc., Moses Znaimer, Olympus Management Limited, OZ Media Holdings Inc., and ZoomerMedia to satisfy the condition precedents to the completion of the Arrangement (if at all); and the timing to delist the common shares of ZoomerMedia (if at all); and other statements that are not material facts. Often but not always, forward-looking statements can be identified by the use of forward-looking terminology such as "may", "will", "expect", "believe", "estimate", "plan", "could", "should", "would", "outlook", "forecast", "anticipate", "foresee", "continue" or the negative of these terms or variations of them or similar terminology.
Although ZoomerMedia believes that the forward-looking statements in this news release are based on information and assumptions that are current, reasonable and complete, these statements are by their nature subject to a number of factors that could cause actual results to differ materially from management's expectations and plans as set forth in such forward-looking statements, including, without limitation, the following factors, many of which are beyond ZoomerMedia's control and the effects of which can be difficult to predict: (a) the possibility that the Arrangement will not be completed on the terms and conditions, or on the timing, currently contemplated, and that it may not be completed at all due to a failure to obtain or satisfy, in a timely manner or otherwise, required court approvals or satisfy other conditions of closing necessary to complete the Arrangement, including closing of the Fairfax Funding Transaction and the Tintpulver Funding Transaction (as such terms are defined in the Company's news release dated October 11, 2024) or for other reasons; (b) the possibility of adverse reactions or changes in business relationships resulting from the announcement or completion of the Arrangement; (c) risks relating to ZoomerMedia's ability to retain and attract key personnel during the interim period; (d) risks related to the diversion of management's attention from the Company's ongoing business operations; (e) risks relating to the ability of the Shareholder Group (as such term is defined in the Company's news release dated October 11, 2024) to complete the Arrangement; and (f) other risks inherent to the Company's business and/or factors beyond its control which could have a material adverse effect on the Company or the ability to consummate the Arrangement.
ZoomerMedia cautions that the foregoing list of important factors and assumptions is not exhaustive and other factors could also adversely affect its results. For more information on the risks, uncertainties and assumptions that could cause ZoomerMedia's actual results to differ from current expectations, please refer to the risk factors described in ZoomerMedia's Management's Discussion and Analysis for the three and nine months ended May 31, 2024 and 2023 as well as ZoomerMedia's other public filings, available at www.sedarplus.ca and at www.zoomermedia.ca.
The forward-looking statements contained in this news release describe ZoomerMedia's expectations at the date of this news release and, accordingly, are subject to change after such date. Except as may be required by applicable Canadian securities laws, ZoomerMedia does not undertake any obligation to update or revise any forward-looking statements contained in this news release, whether as a result of new information, future events or otherwise. Readers are cautioned not to place undue reliance on these forward-looking statements.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/232790
SOURCE: ZoomerMedia Limited
