ZoomerMedia enters into definitive agreement for going-private transaction
Torys acted as counsel to Fairfax with a team that includes David Chaikof, Janan Paskaran and Jennifer Marshall (corporate/M&A), Andrew Gray (litigation), John Tobin and Benjamin Mann (tax).
On October 11, 2024, ZoomerMedia Limited ("ZoomerMedia") announced that it entered into a definitive agreement with Moses Znaimer ("Znaimer"), together with several other shareholders (the "Shareholder Group"), to privatize the company.
Under the terms of the arrangement agreement, dated October 11, 2024, 16431771 Canada Inc. (the "Purchaser") agreed to acquire all of the issued and outstanding common shares of ZoomerMedia, not currently owned by the Shareholder Group and their respective affiliates, by way of a statutory plan of arrangement under the Canada Business Corporations Act (the "CBCA") for an all-cash consideration of C$0.08 per share.
The Shareholder Group was comprised of individuals and entities related to or affiliated with Znaimer, Omri Tintpulver, Chief Operating Officer of ZoomerMedia ("Tintpulver"), and one or more affiliates or related parties of Fairfax Financial Holdings Limited ("Fairfax"), Together, the Shareholder Group had ownership and control over an aggregate of
- 218,117,026 common shares (representing approximately 75.83% of the issued and outstanding common shares);
- 390,050,729 preferred shares (representing approximately 98.65% of the issued and outstanding preferred shares) and,
- 608,167,755 common shares (representing approximately 89.74% of the issued and outstanding common shares), all on an undiluted basis.
Fairfax provided ZoomerMedia and the Purchaser an equity commitment letter pursuant to which a Fairfax entity would, subject to the terms of the letter, provide the aggregate consideration by way of a funding transaction in which it would subscribe for shares in the capital of the Purchaser for an aggregate price of C$5,696,167.03. Additional funding would be provided at closing by a corporation controlled by Tintpulver that would subscribe for shares in the capital of the Purchaser for an aggregate subscription price of C$1 million.
Closing of the transaction was announced on December 16, 2024, with an effective date of December 13, 2024. Following closing, trading of ZoomerMedia's common shares on the TSX Venture Exchange ("TSX-V") was halted, with the intention for the shares to be delisted as soon as reasonably practicable. ZoomerMedia also intended to submit an application, to applicable securities regulators, to cease to be a reporting issuer and to terminate its public reporting obligations.
Further information can be found on NewsFile’s website.
Founded by television and media icon Moses Znaimer in 2008, ZoomerMedia Limited is a multiplatform media company devoted to creating content and experiences for Canada's most powerful audiences.
Fairfax Financial Holdings Limited is a holding company whose corporate objective is to build long term shareholder value by achieving a high rate of compound growth in book value per share over the long term.