GVIC Announces Shareholder Approval of Plan of Arrangement with Glacier Media Inc.
VANCOUVER, British Columbia, March 17, 2021 (GLOBE NEWSWIRE) — GVIC Communications Corp. (TSX: GCT) (“GVIC”) announces that today shareholders of GVIC approved the previously announced plan of arrangement (the “Arrangement”) with Glacier Media Inc. (TSX: GVC) (“Glacier”) at a special meeting of GVIC shareholders (the “Meeting”).At the Meeting, the holders of Class B common voting shares (“GVIC B Shares”) and Class C non-voting shares (“GVIC C Shares”) of GVIC voted to approve the acquisition by Glacier of all of the GVIC B Shares and GVIC C Shares not currently held by Glacier and its subsidiary, or by a wholly-owned limited partnership of GVIC, resulting in GVIC becoming a subsidiary of Glacier. Each GVIC B Share and GVIC C Share will be exchanged for 0.8 of a common share of Glacier (“Glacier Shares”). The Arrangement will be effected on March 31, 2021, subject to GVIC obtaining the final order (the “Final Order”) from the British Columbia Supreme Court approving the Arrangement, and the satisfaction or waiver of other customary closing conditions.MEETING RESULTSA total of 3,966,695 GVIC B Shares (representing 94.26% of the GVIC B Shares) and 292,223,717 GVIC C Shares (representing 98.65% of the GVIC C Shares, excluding those held by a wholly-owned limited partnership of GVIC) were present virtually in person or by proxy at the Meeting. The percentage of the votes that were cast in favour of the arrangement resolutions are summarized as follows:(1) Includes an aggregate of 1,594,609 GVIC B Shares voted by Glacier and its subsidiary
(2) Excludes an aggregate of 1,594,609 GVIC B Shares voted by Glacier and its subsidiary
(3) Includes an aggregate of 289,402,651 GVIC C Shares voted by Glacier and its subsidiary, and excludes 7,377,214 GVIC C Shares held by a wholly-owned limited partnership of GVIC, which GVIC C Shares were not voted at the MeetingA report of voting results will be made available on SEDAR at www.sedar.com.STATUS OF CLOSING CONDITIONSGVIC is scheduled to seek the Final Order from the British Columbia Supreme on March 22, 2021.Completion of the Arrangement is subject to the satisfaction or waiver of other closing conditions, including the receipt of the Final Order and approval of the listing of the Glacier Shares issued as consideration under the Arrangement on the TSX. Assuming that the remaining conditions to closing are satisfied, it is expected that the Arrangement will be effected on March 31, 2021. On completion of the Arrangement, it is anticipated that the GVIC B Shares and the GVIC C Shares will be delisted from the TSX.Enclosed with the management proxy circular of GVIC dated February 8, 2021 and sent to the shareholders of GVIC in connection with the Arrangement was a letter of transmittal explaining how registered shareholders of GVIC can submit their GVIC B Shares and GVIC C Shares in order to receive Glacier Shares. GVIC shareholders who have questions or require assistance with submitting their GVIC B Shares or GVIC C Shares may direct their questions to Computershare Investor Services Inc., by telephone at 1-800-564-6253 (toll free in Canada and the United States) or 514-982-7555 (international direct dial) or by email at corporateactions@computershare.com.The Toronto Stock Exchange has neither reviewed nor accepts responsibility for the adequacy or accuracy of this news release.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, 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 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 GVICGVIC 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.
(2) Excludes an aggregate of 1,594,609 GVIC B Shares voted by Glacier and its subsidiary
(3) Includes an aggregate of 289,402,651 GVIC C Shares voted by Glacier and its subsidiary, and excludes 7,377,214 GVIC C Shares held by a wholly-owned limited partnership of GVIC, which GVIC C Shares were not voted at the MeetingA report of voting results will be made available on SEDAR at www.sedar.com.STATUS OF CLOSING CONDITIONSGVIC is scheduled to seek the Final Order from the British Columbia Supreme on March 22, 2021.Completion of the Arrangement is subject to the satisfaction or waiver of other closing conditions, including the receipt of the Final Order and approval of the listing of the Glacier Shares issued as consideration under the Arrangement on the TSX. Assuming that the remaining conditions to closing are satisfied, it is expected that the Arrangement will be effected on March 31, 2021. On completion of the Arrangement, it is anticipated that the GVIC B Shares and the GVIC C Shares will be delisted from the TSX.Enclosed with the management proxy circular of GVIC dated February 8, 2021 and sent to the shareholders of GVIC in connection with the Arrangement was a letter of transmittal explaining how registered shareholders of GVIC can submit their GVIC B Shares and GVIC C Shares in order to receive Glacier Shares. GVIC shareholders who have questions or require assistance with submitting their GVIC B Shares or GVIC C Shares may direct their questions to Computershare Investor Services Inc., by telephone at 1-800-564-6253 (toll free in Canada and the United States) or 514-982-7555 (international direct dial) or by email at corporateactions@computershare.com.The Toronto Stock Exchange has neither reviewed nor accepts responsibility for the adequacy or accuracy of this news release.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, 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 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 GVICGVIC 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.
