Rogers Media (RCI) to Acquire Score Media Assets, Will Pay $167M in Deal

August 27, 2012 6:47 AM EDT
Rogers Media Inc. (NYSE: RCI) 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 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 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.

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