BBTV Holdings Completes Going-Private Transaction

VANCOUVER, BC, Jan. 10, 2024 /CNW/ - BBTV Holdings Inc. (TSX: BBTV) ("BBTV" or the "Company") is pleased to announce the completion of the previously announced going-private transaction by way of a statutory plan of arrangement (the "Arrangement") under section 192 of the Canada Business Corporations Act. As a result of the Arrangement, the Company and 15384150 Canada Inc. (the "Purchaser") have amalgamated to form an amalgamated company with the same name as BBTV.

The Arrangement

Pursuant to the Arrangement, the Purchaser, which was a corporation owned by Shahrzad Rafati, the founder, Chief Executive Officer and a director of the Company, and Hamed Shahbazi, a director of the Company (together, the "SPV Participants"), acquired all of the issued and outstanding subordinate voting shares of the Company (the "Subordinate Voting Shares") at a price of $0.375 per Subordinate Voting Share (the "SVS Consideration"), with the exception of Subordinate Voting Shares held by the SPV Participants and by several key shareholders. In addition, and pursuant to the Arrangement, all stock options, restricted share units and performance share units of the Company outstanding (collectively, the "Incentive Securities"), were cancelled and the holders of in-the-money Incentive Securities received a cash payment equal to the SVS Consideration for each Incentive Security held, less an amount equal to any exercise price of the Incentive Security, while the holders of unvested or out-of-the-money Incentive Securities received no consideration. The Purchaser also acquired all of the issued and outstanding publicly traded unsecured convertible debentures of the Company due June 15, 2026 (the "Debentures") that were listed on the Toronto Stock Exchange (the "TSX") at a price of $100 per $1,000 principal amount of debentures (the "Debenture Consideration").  All accrued and unpaid interest owing on the Convertible Debentures has been forgiven, settled and extinguished for no consideration.

The Subordinate Voting Shares and Debentures are anticipated to be de-listed from the TSX following the close of markets on or about January 11, 2024, and the Subordinate Voting Shares were de-listed from the OTCQX on December 31, 2023. In addition, BBTV has pre-filed an application to cease to be a reporting issuer under applicable Canadian securities laws. 

Credit Facilities and MEP Loan Amendments

In connection with the Arrangement, BBTV entered into a credit agreement (the "Credit Agreement") for certain credit facilities to be made available to BBTV with one of Canada's leading alternative capital providers. The Credit Agreement provides 3-year credit facilities in the aggregate principal amount of $40 million, consisting of a term loan (the "New Loan") of $20 million that was advanced today (the "Closing") and an uncommitted revolving credit facility in the maximum amount of $20 million. On Closing, a portion of the proceeds of the New Loan were used by the Purchaser to: (i) pay the SVS Consideration and Debenture Consideration; (ii) repay a discounted amount owed by the Company to UFA Film und Fernseh GmbH under a promissory note dated October 28, 2020 in full satisfaction and discharge of such note; and (iii) repay US$5,400,000 due and payable by the Company to MEP Capital Holdings III, LP ("MEP") under the Company's loan agreement with MEP dated February 14, 2023. 

Information for BBTV Securityholders

Those securityholders entitled to receive the SVS Consideration and Debenture Consideration in exchange for Subordinate Voting Shares, Debentures, and in-the-money Incentive Securities, must complete, sign, date, and return the letter of transmittal that was mailed to each Securityholder prior to closing of the Arrangement. The letter of transmittal is also available under BBTV's profile on SEDAR+ at www.sedarplus.com. Securityholders whose securities are registered in the name of a broker, investment dealer, bank, trust company, trust or other intermediary or nominee should contact such nominee for assistance and should follow the instructions of such intermediary or nominee.

Early Warning Report – Update

The Purchaser, on its own behalf and on behalf of the SPV Participants, filed an early warning report in respect of the Arrangement on October 19, 2023, which remains accurate in all material respects following the closing of the Arrangement. A copy of the early warning report is available under BBTV's profile on SEDAR+ at www.sedarplus.com. 

Advisors

Clark Wilson LLP acted as counsel to the Company and Owens Wright LLP acted as counsel to the Purchaser. Borden Ladner Gervais LLP acted as Canadian independent legal counsel to the special committee (the "Special Committee") of the board of directors of BBTV. PI Financial Corp. was retained as financial advisor to the Special Committee. Evans & Evans was retained to provide a fairness opinion of the Subordinate Voting Shares and Debentures and as an independent valuator to prepare a formal valuation of the Subordinate Voting Shares, in accordance with applicable securities laws.

For more information, see the Company's news releases dated October 17, 2023, October 19, 2023, November 22, 2023, November 30, 2023, and December 14, 2023, copies of which can be found under BBTV's profile on SEDAR+ at www.sedarplus.com. 

About BBTV

BBTV is a global media and technology company headquartered in Vancouver, Canada. The Company's mission is to help content creators become more successful. With creators ranging from individuals to global media brands, BBTV provides comprehensive, end-to-end Solutions to increase viewership and drive revenue powered by its innovative technology, while allowing creators to focus on their core competency – content creation. In December 2022, BBTV had the fourth most unique monthly viewers among digital platforms with more than 600 million globally, who consumed more than 35 billion minutes of video content ¹. (www.bbtv.com)

¹ Calculations and classifications made by BBTV based on data from Comscore's "Top 12 Countries = December 2022 comScore Video Metrix Media Trend – Multi-Platform – Top 100 Video Properties Report"; Top 12 countries represent ~50% of world's digital population.

Links to SEDAR filings, conference call recordings and press releases are available on the investor website at: https://investors.bbtv.com/

Notice Regarding Forward Looking Statements

This news release includes certain statements that constitute "forward-looking statements", and "forward-looking information" within the meaning of applicable securities laws collectively "forward-looking statements". These include statements regarding the Company's intent, or the beliefs or current expectations of the officers and directors of the Company. When used in this news release, words such as "anticipated", "expected", "future", "opportunity", "ongoing", "potential", "proposed", "vision" and similar expressions are intended to identify these forward-looking statements as well as phrases or statements that certain actions, events or results "could", "may", "should", "will", "would" or the negative connotation of such terms. As well, forward-looking statements may relate to future outlook and anticipated events, such as the anticipated date the Subordinate Voting Shares and Debentures will be delisted from the TSX, and the Subordinate Voting Shares from the OTCQX, the payment of the SVS Consideration and Debenture Consideration, and BBTV making the required payments under the MEP Amendment as they become due. These forward-looking statements involve numerous risks and uncertainties, as such risk factors are detailed from time to time in the Company's public disclosure documents which are available on SEDAR+ at www.sedarplus.com. Forward-looking statements are based on information available at the time those statements are made and/or management's good faith belief as of that time with respect to future events and are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in or suggested by the forward-looking statements. Forward-looking statements speak only as of the date those statements are made. Except as required by applicable law, BBTV assumes no obligation to update or to publicly announce the results of any change to any forward-looking statement contained or incorporated by reference herein to reflect actual results, future events or developments, changes in assumptions or changes in other factors affecting the forward-looking statements. If BBTV updates any one or more forward-looking statements, no inference should be drawn that the Company will make additional updates with respect to those or other forward-looking statements. All forward-looking statements contained in this news release are expressly qualified in their entirety by this cautionary statement.

BBTV-F

SOURCE BBTV Holdings Inc.

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