Glacier and GVIC Announce Definitive Agreement Whereby Glacier Will Acquire All Class B Common Voting Shares and Class C Non-Noting Shares of GVIC Not Already Owned
VANCOUVER, British Columbia, Jan. 25, 2021 (GLOBE NEWSWIRE) — Glacier Media Inc. (TSX: GVC) (“Glacier”) and GVIC Communications Corp. (TSX: GCT) (“GVIC”) today announced that they have entered into a definitive arrangement agreement (the “Agreement”) under which Glacier will acquire all of the Class B common voting shares and Class C non-voting shares of GVIC not currently held by Glacier and its subsidiary, or by a wholly-owned limited partnership of GVIC (the “Arrangement”), subject to GVIC shareholder approval and other customary closing conditions. Glacier currently owns 37.9% of the Class B common voting shares and 97.7% of the Class C non-voting shares of GVIC, excluding shares held by the wholly-owned limited partnership of GVIC.
Under the terms of the Agreement, each Class B common voting share (“GVIC B Share”) and Class C non-voting share (“GVIC C Share” and, together with the GVIC B Share, the “GVIC Shares”) of GVIC will be exchanged for 0.8 of common shares of Glacier (“Glacier Shares”). The exchange ratio represents a premium to the price of the GVIC Shares prior to the announcement of the Arrangement. Upon completion of the Arrangement, the shareholders of GVIC, excluding Glacier and its subsidiary, will hold approximately 7,750,000 Glacier Shares, or 5.7% of the Glacier Shares outstanding after giving effect to the proposed transaction.BENEFITS AND CONSIDERATIONS FOR GVIC SHAREHOLDERSThe transaction offers the following benefits to GVIC shareholdersProvides a premium to the GVIC share price, based on both the market price and valuation price of GVIC Shares and Glacier Shares;Eliminates the current dual public company structure, which is expected to:Provide a simpler structure for public investors which should allow for easier investor relations efforts to increase investor demand; andReduce operating costs;Increases liquidity for GVIC shareholders;Resolves the inter-company loans that are owed by GVIC to Glacier; andProvides holders of Class C non-voting shares the ability to become holders of voting common shares in Glacier.BENEFITS AND CONSIDERATIONS FOR GLACIER SHAREHOLDERSThe transaction offers the following benefits to Glacier shareholders:Eliminates the current dual public company structure, which is expected to:Provide a simpler structure for public investors which should allow for easier investor relations efforts to increase investor demand; andReduce operating costs; andIncreases ownership in the core businesses owned by GVIC.OTHER INFORMATIONA description of the Agreement will be set forth in GVIC’s Material Change Report to be filed on SEDAR at www.sedar.com.The Arrangement has been approved by the board of directors of Glacier.The board of directors of GVIC (“GVIC Board”) formed a special committee consisting solely of independent directors (the “GVIC Special Committee”) to, among other things, review, evaluate and negotiate the Arrangement on behalf of GVIC. Calcap Valuation Services Limited, acting as financial advisor to the GVIC Special Committee, has provided a formal valuation of GVIC, which included a valuation of the Glacier consideration shares, as well as its opinion to the GVIC Special Committee (subject to assumptions and qualifications) that the consideration to be received by GVIC shareholders (other than Glacier, its wholly-owned subsidiary and the limited partnership owned by GVIC) pursuant to the Arrangement is fair, from a financial point of view, to such GVIC Shareholders (the “Valuation and Fairness Opinion”). The GVIC Special Committee, after considering, among other things, the Valuation and Fairness Opinion and the advice of its financial and legal advisors, has unanimously approved the Arrangement and recommended approval of the Arrangement to the GVIC Board. After considering, among other things, the recommendation of the GVIC Special Committee and its receipt of the Valuation and Fairness Opinion, the GVIC Board has unanimously (with two directors abstaining who are directors of Glacier) determined that the Arrangement is in the best interests of GVIC and fair, from a financial point of view, to the GVIC shareholders (other than Glacier, its wholly-owned subsidiary and the limited partnership owned by GVIC). The GVIC Board unanimously (with two directors abstaining who are directors of Glacier) recommends that such GVIC shareholders vote in favour of the Arrangement.Holders (other than Glacier and its subsidiary) of 1,744,056 GVIC B Shares (41.4% of GVIC B Shares outstanding) and of 1,976,553 GVIC C Shares (0.7% of GVIC C Shares outstanding) have entered into support and voting agreements with Glacier and have agreed to vote their GVIC Shares for the Arrangement. In addition, pursuant to the Agreement, Glacier has agreed to vote all of the 1,594,609 GVIC B Shares (37.9% of GVIC B Shares outstanding) and all of the 289,402,651 GVIC C Shares (97.7% of the GVIC C Shares outstanding, excluding those held by a limited partnership owned by GVIC), held by it and its subsidiary for the Arrangement.The Arrangement is subject to the approval (i) by 66 2/3% of the votes cast by GVIC Class B common voting shareholders present in person or by proxy at a special shareholders meeting (the “Meeting”) called to consider the Arrangement, and (ii) by a majority of the votes cast by GVIC Class B common voting shareholders, present in person or by proxy at the Meeting, after excluding the votes cast by Glacier, its affiliates and certain other related parties, and (iii) by 66 2/3% of the votes cast by GVIC Class C non-voting shareholders present in person or by proxy at the Meeting called to consider the Arrangement.Closing of the Arrangement is expected to occur at the end of March 2021, subject to GVIC shareholder approval at the Meeting scheduled for March 17, 2021, the approval of the Supreme Court of British Columbia as required, the approval of the Toronto Stock Exchange to the listing of Glacier Shares and other customary closing conditions.None of the securities to be issued pursuant to the Arrangement have been or will be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or any state securities laws, and any securities issuable in the Arrangement are anticipated to be issued in reliance upon available exemptions from such registration requirements pursuant to Section 3(a)(10) of the U.S. Securities Act and applicable exemptions under state securities laws. This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities.A copy of the Agreement will be filed by Glacier with Canadian securities regulators, and will be available for viewing at www.sedar.com. GVIC shareholders will receive a copy of the Management Information Circular with respect to the Meeting. The Management Information Circular, as well as other filings containing information about the Arrangement, including the Agreement, will also be available, without charge, on GVIC’s website, www.gviccommunicationscorp.ca, and on www.sedar.com.The Toronto Stock Exchange has neither reviewed nor accepts responsibility for the adequacy or accuracy of this news release.ADVISORS AND COUNSELCalcap Valuation Services Limited acted as financial advisor to the GVIC Special Committee, while Blake, Cassels & Graydon LLP acted as legal advisor to the GVIC Special Committee.FORWARD LOOKING STATEMENTSThis news release contains forward-looking statements that relate to, among other things, GVIC and Glacier’s objectives, goals, strategies, intentions, plans, beliefs, expectations and estimates. These forward-looking statements include, among other things, statements relating to GVIC and Glacier’s expectations regarding the anticipated completion of the Arrangement and timing for such completion, approval of the Arrangement by GVIC Shareholders, obtaining approvals and satisfying closing conditions, the listing of Glacier Shares on the TSX, the applicability of the exemption under Section 3(a)(10) of the United States Securities Act of 1933, as amended to the securities issuable in the Arrangement, reduction of costs, the effect of marketing efforts, any increase in market demand, the ability to resolve intercompany loans and the terms of and the completion of the Arrangement. These forward-looking statements are based on certain assumptions, including the implementation of cost reductions and marketing efforts, resolution of intercompany loans and the satisfaction of the conditions precedent to the completion of the Arrangement, which are subject to risks, uncertainties and other factors which may cause results, performance or achievements of GVIC and Glacier to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements, and undue reliance should not be placed on such statements.Important factors that could cause actual results to differ materially from these expectations include failure to implement or achieve intended results from cost reduction and marketing efforts, to resolve intercompany loans, failure to satisfy the conditions precedent to the completion of the Arrangement, the ability to consummate the Arrangement, the ability to obtain requisite GVIC Shareholder approvals, the satisfaction of other conditions to the consummation of the Arrangement, general economic, business and political conditions, including changes in the financial markets, changes in applicable laws, approval by the TSX for the listing of Glacier Shares, failure to implement or achieve the intended results from cost reduction and marketing initiatives, the failure to resolve intercompany loans and the other risk factors listed in each of GVIC and Glacier’s Annual Information Forms under the heading “Risk Factors” and in their respective MD&A under the heading “Business Environment and Risks”, many of which are out of GVIC and Glacier’s control. These other risk factors include, but are not limited to, the impact of Coronavirus, that future cash flow from operations and the availability under existing banking arrangements are believed to be adequate to support financial liabilities and that GVIC expects to be successful in its objection with CRA, the ability of Glacier and GVIC to sell advertising and subscriptions related to its publications, foreign exchange rate fluctuations, the seasonal and cyclical nature of the agricultural and energy sectors, discontinuation of government grants, general market conditions in both Canada and the United States, changes in the prices of purchased supplies including newsprint, the effects of competition in Glacier’s and GVIC’s markets, dependence on key personnel, integration of newly acquired businesses, technological changes, tax risk, financing risk, debt service risk and cybersecurity risk.The forward-looking statements made in this news release relate only to events or information as of the date on which the statements are made. Except as required by law, neither GVIC nor Glacier undertakes any obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events.ABOUT GLACIERGlacier Media Inc. is an information & marketing solutions company pursuing growth in sectors where the provision of essential information and related services provides high customer utility and value. Glacier’s products and services are focused in two areas: 1) data, analytics and intelligence; and 2) content & marketing solutions.ABOUT GVIC
GVIC Communications Corp. is an information & marketing solutions company pursuing growth in sectors where the provision of essential information and related services provides high customer utility and value. GVIC’s products and services are focused in two areas: 1) data, analytics and intelligence; and 2) content & marketing solutions.FOR FURTHER INFORMATION PLEASE CONTACT:Mr. Orest Smysnuik, Chief Financial Officer, Glacier Media Inc. 604-708-3264. Mr. Jon Kennedy, President & Chief Executive Officer, GVIC Communications Corp. 604-708-3276.