WOW! Unlimited Media Inc. Receives Overwhelming Approval of Shareholders and Noteholders for Arrangement with Genius Brands International, Inc. and 1326919 B.C. Ltd.
Ltd., a wholly-owned subsidiary of Genius, will acquire all of the outstanding shares of the Company (each, a Company Share).
TORONTO and VANCOUVER, Canada, Dec. 31, 2021 (GLOBE NEWSWIRE) -- WOW! Unlimited Media Inc. (“WOW!” or the “Company”) (TSXV: WOW; OTCQX:WOWMF), a leading animation-focused, multi-platform entertainment company, is pleased to announce that, at the special meeting (the “Shareholder Meeting”) of its shareholders (the “Shareholders”) and the special meeting (the “Noteholder Meeting” and, together with the Shareholder Meeting, the “Meetings”) of its noteholders (“the “Noteholders” and, together with the Shareholders, the “Securityholders”) held on December 30, 2021, a significant majority of Shareholders and Noteholders voted in favour of the special resolution of shareholders (the “Arrangement Shareholder Resolution”) and the special resolution of noteholders (the “Arrangement Noteholder Resolution” and, together with the Arrangement Shareholder Resolution, the “Arrangement Resolutions”), respectively, in respect of the proposed plan of arrangement (the “Arrangement”) under Division 5 of Part 9 of the Business Corporations Act (British Columbia) 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 Brands International, Inc. (“Genius”) (NASDAQ: GNUS), through 1326919 B.C. Ltd., a wholly-owned subsidiary of Genius, will acquire all of the outstanding shares of the Company (each, a “Company Share”).
Michael Hirsh, Chairman and CEO remarked: “We are thankful to our shareholders and noteholders for their unequivocal support for our combination with Genius Brands. We believe that this deal will create strong synergies and opportunities with significant value creation, at a point in time where WOW! has just declared record Q3 2021 earnings and solid visibility into 2022 revenue, driven by our strong order backlog.”
The Arrangement Resolutions required the approval of at least: (i) two-thirds (662/3%) of the votes cast on the applicable Arrangement Resolution by each of: (A) the Shareholders, voting as a single class, present or represented by proxy at the Shareholder Meeting and entitled to vote thereat; (B) the Noteholders present or represented by proxy at the Noteholder Meeting and entitled to vote thereat; and (ii) a simple majority of the votes cast on the applicable Arrangement Resolution by each of (A) the Shareholders, voting as a single class, present or represented by proxy at the Shareholder Meeting, and (B) the Noteholders, present or represented by proxy at the Noteholder Meeting, in each case excluding the votes cast in respect of any Company Shares or Notes of the Company, 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 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). At the Shareholder Meeting, each Shareholder was entitled to one vote for each Company Share held as of the record date of November 24, 2021 (the “Record Date”) regardless of class. At the Noteholder Meeting, each Noteholder was entitled to one vote for every $1,000 of principal amount of Notes held as of the Record Date.
Shareholders carrying an aggregate of 23,942,577 votes, representing approximately 74.76% of votes entitled to be cast at the Shareholder Meeting, were present or represented by proxy at the Shareholder Meeting. The Arrangement Shareholder Resolution was approved by 99.87% of the votes cast by all Shareholders, voting together as a single class, as well as 99.84% of the votes cast by Shareholders, excluding the votes required to be excluded pursuant to MI 61-101.
Additionally, Noteholders carrying an aggregate of 3,657,000 votes, representing approximately 77.81% of votes entitled to be cast at the Noteholder Meeting, were present or represented by proxy at the Noteholder Meeting. The Arrangement Noteholder Resolution was approved by 100% of the votes cast by all Noteholders, voting together as a single class, as well as 100% of the votes cast by Noteholders, excluding the votes required to be excluded pursuant to MI 61-101.
Completion of the Arrangement remains subject to satisfaction or waiver of all of the conditions of the Arrangement, including receipt of court and other regulatory approvals. While it is not possible to state with certainty when or if the closing of the Arrangement will occur, the Company anticipates the Arrangement will be completed in the first half of 2022. Following completion of the Arrangement, Company Shares will, as applicable, be de-listed from the TSX Venture Exchange (the “TSXV”) and the OTCQX exchange and applications will be made for WOW! to cease to be a reporting issuer with the relevant securities regulatory authorities.
Further information about the Arrangement is set forth in the materials prepared by the Company in respect of the Meetings, which were mailed to Securityholders and filed under the Company’s profile on the System for Electronic Document Analysis and Retrieval (SEDAR) at www.sedar.com.
The TSXV has neither approved nor disapproved the contents of this press release. Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this press release.
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:
Bill Mitoulas
416-479-9547
[email protected]
Media Contact:
Colleen Kirk, Kirk Group Media
310-251-0030
[email protected]
Forward Looking Information
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 at all), including the timing of such completion; the satisfaction of the conditions of the Arrangement, and the Company’s plans to delist from the TSXV and the OTCQX exchange and to cease to be a reporting issuer, including the timing of such events. 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. 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 conditions of the Arrangement, (ii) failure to receive court or other regulatory approvals, in a timely manner or otherwise, and (iii) other unforeseen events, developments, or factors causing any of the aforesaid expectations, assumptions, and other factors ultimately being inaccurate or irrelevant. 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 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. 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).
