공시 • Oct 15
A group of individuals, shareholders and entities related or affiliated with Fairfax Financial Holdings Limited (TSX:FFH), Moses Znaimer, Omri Tintpulver and 16431771 Canada Inc. entered into an agreement to acquire remaining 24.17% stake in ZoomerMedia Limited (TSXV:ZUM) for CAD 5.6 million.
A group of individuals, shareholders and entities related or affiliated with Fairfax Financial Holdings Limited (TSX:FFH), Moses Znaimer, Omri Tintpulver and 16431771 Canada Inc. entered into an agreement to acquire remaining 24.17% stake in ZoomerMedia Limited (TSXV:ZUM) for CAD 5.6 million on October 11, 2024. The Shareholder Group currently owns an aggregate of 218,117,026 common shares of the Company, representing approximately 75.83% of the issued and outstanding common shares as of the date hereof, of which 173,321,894 common shares, representing approximately 60.26% of the issued and outstanding common shares of the Company as of the date hereof, are owned by Znaimer. Under the terms of the Arrangement Agreement, the PurchaserS has agreed to acquire all of the Minority Shares for an all-cash consideration of CAD 0.08 per share (the “Consideration”). This Consideration represents a premium of approximately 167% to ZoomerMedia’s closing share price on the TSX Venture Exchange (the “TSX-V”) on October 10, 2024, the last trading day prior to the announcement of the Transaction, and a premium of approximately 174% to the 30-day volume-weighted average price (“VWAP”) of the common shares on the TSX-V for the period ended on October 10, 2024 the last trading day immediately prior to the announcement of the Transaction. Subject to certain conditions, funding for the acquisition of the Minority Shares by the Purchaser will be provided by one or more affiliates or related parties of Fairfax Financial Holdings Limited (such affiliates and related parties referred to herein as “Fairfax”), and a company controlled by Omri Tintpulver. Pursuant to which a Fairfax entity will, subject to the terms of the ECL, provide CAD 5,696,167.03 of the aggregate Consideration by way of the Fairfax Funding Transaction and with an additional CAD 1 million being provided at closing by Tintpulver by way of the Tintpulver Funding Transaction. Upon closing of the Transaction, the Shareholder Group intends to cause the common shares to cease to be listed on the TSX-V and to cause ZoomerMedia to submit an application to cease to be a reporting issuer under applicable Canadian securities laws and to otherwise terminate the Company’s public reporting requirements.
The consummation of the Transaction is subject to the approval of the Transaction at the Shareholder Meeting by (i) at least two-thirds of the votes cast by the Company’s shareholders, including the Shareholder Group; and (ii) a simple majority of the votes cast by the Minority Shareholders other than any Company shareholder required to be excluded for the purpose of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”) (the “Disinterested Shareholders”). Completion of the Transaction is also subject to closing of the Fairfax Funding Transaction and Tintpulver Funding Transaction and other customary conditions, including receipt of court approval. ZoomerMedia expects to mail an information circular for the Shareholder Meeting in late October, 2024, and to hold the Shareholder Meeting in November 2024. If approved at the Shareholder Meeting, the Transaction is expected to close in December 2024, subject to court approval and other customary closing conditions. In connection with the Transaction, Fairfax and Omri Tintpulver have entered into voting and support agreements pursuant to which, subject to certain customary exceptions, they have agreed to vote their common shares in favour of the Transaction at the Shareholder Meeting. In addition, a Disinterested Shareholder holding common shares representing 7.54% of the issued and outstanding shares and 31.21% of the common shares held by Disinterested Shareholders has also entered into a voting and support agreement to vote their common shares in favour of the Transaction at the Shareholder Meeting, subject to certain customary exceptions. The common shares subject to voting and support agreements represent approximately 23.12% of issued and outstanding common shares (on a non-diluted basis). Based on the unanimous recommendation of an independent committee of the board of directors of the Company, the Board (excluding conflicted directors, who did not participate in deliberations), having received the unanimous recommendation of the Special Committee, unanimously determined that the Transaction is in the best interests of ZoomerMedia and fair to the Minority Shareholders.
CP LLP is acting as legal advisor to the Company. Dickinson Wright LLP is acting as legal counsel to the Special Committee. Torys LLP is acting as legal counsel to Fairfax. Cormark Securities Inc. is acting as the financial advisor and fairness opinion provider to the Special Committee in connection with the Transaction.
