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MONTREAL, Jan. 17, 2022 /CNW Telbec/ - Sportscene Group Inc. ("Sportscene" or the "Corporation") (TSXV: SPS.A) is pleased to announce that the Corporation has closed its previously announced going private transaction by way of amalgamation (the "Amalgamation") with two subsidiaries of 13401537 Canada Inc., a company controlled by Jean Bédard, the President and Chief Executive Officer of Sportscene, and a consortium of investors led by Champlain Financial Corporation ("Champlain"), including Fondaction, Société Financière Bourgie and Horizon Capital Holdings Inc.
Pursuant to the Amalgamation, which was effected today under the Canada Business Corporations Act, each shareholder of Sportscene, other than Jean Bédard and Gestion Jean Bédard Inc., received one redeemable preferred share of the amalgamated corporation resulting from the Amalgamation for each Class A share of Sportscene held immediately prior to the Amalgamation and each redeemable preferred share was redeemed for $7.25 payable in cash (the "Consideration").
An application has been made to delist the Class A shares of the Corporation from the TSX Venture Exchange. It is expected that the Class A shares will be delisted in the next few days and an application has been made to cease to be a reporting issuer under applicable provincial securities laws.
Upon surrender to TSX Trust Company (the "Depositary") of certificates representing the Class A shares of Sportscene that were outstanding immediately prior to the effective time of the Amalgamation, together with a duly completed and executed Letter of Transmittal, registered holders (other than CDS) of such shares are entitled to receive the Consideration pursuant to, and subject to the terms and conditions of the Amalgamation. Any questions regarding payment of the Consideration, including any requests for an additional copy of the Letter of Transmittal, should be directed to the Depositary via telephone at 1–800–387–0825 (toll free in North America) or via email at [email protected].
Non-registered holders of Class A shares of Sportscene that were outstanding immediately prior to the effective time of the Amalgamation should contact their nominee (i.e., broker, trust company, bank or other registered holder which holds the certificates representing such securities on their behalf) to arrange for surrender and payment pursuant to the Amalgamation. Non-registered holders are not required to complete a Letter of Transmittal to receive the Consideration.
About Champlain
Champlain is a Canadian private holding company that has been based in Montreal since 2004. It has over $800 million in assets under management through a portfolio of 22 companies located primarily in Québec and operating in the consumer goods, food processing, retail and distribution sectors. Its investment portfolio in Québec includes JLD Lague (John Deere), La Canadienne, Wong Wing, Boulangerie Dumas, Louis Garneau, Kanuk, Jardins de Ville, Maison Corbeil, Must Société, Les Épices Dion, Les Eaux Naya, Brault & Bouthillier, Beach Day Every Day, Transport Inter-Nord and Orthofab.
About Sportscene
Sportscene Group is a pioneer and a leader in the ambiance restaurant niche in Québec. Since 1984, it has been operating the La Cage – Brasserie Sportive ("La Cage") restaurant chain, differentiated by its sporting ambiance and food offering made from fresh, local products. With a strong brand image, La Cage is established throughout the province and currently comprises 38 locations. Sportscene continues to diversify its restaurant activities, notably through the operation of P.F. Chang's, an Asian cuisine restaurant, and its La Cage – Corporate Events division, making the Corporation a key player in Québec's restaurant industry. In addition to its restaurant operations, Sportscene is active in the sale of La Cage and Moishes branded products in grocery stores, and the sale of ready-to-eat meals and ready-to-cook boxes.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this press release.
SOURCE Sportscene Group Inc.
Contacts: Anne Dongois, Media Relations, 514-826-2050, [email protected]
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