Stingray Completes Acquisition of Newfoundland Capital
DARTMOUTH, NS, Oct. 26, 2018 /CNW/ - Newfoundland Capital Corporation Limited ("NCC") (TSX: NCC.A; NCC.B) today announced that Stingray Digital Group Inc. ("Stingray") (TSX: RAY.A; RAY.B) has acquired the shares of NCC (the "Transaction") effective today.
Each shareholder of NCC is entitled to receive approximately 0.15371 Stingray subordinate voting shares (or Stingray variable subordinate voting shares, as applicable) and approximately $13.17 in cash for each share of NCC owned. No fractional shares will be issued, and Stingray will settle any fractional shares in accordance with the terms of the arrangement agreement entered into on May 2, 2018.
A detailed description of the Transaction is set forth in the NCC management information circular dated May 23, 2018 (the "Circular"). Shareholders can obtain a copy of the Circular as filed with applicable Canadian securities regulatory authorities on SEDAR at www.sedar.com.
Letters of Transmittal were mailed to registered shareholders of NCC along with the Circular and are also available on SEDAR at www.sedar.com. The Letters of Transmittal explain how registered NCC shareholders who hold their shares in physical certificate form can deposit and obtain payment for their NCC shares. Registered NCC shareholders must return their duly completed Letters of Transmittal to AST Trust Company (Canada) in order to receive the consideration to which they are entitled for their NCC shares. Non-registered shareholders who hold shares in brokerage accounts or with other financial intermediaries should carefully follow the instructions from their broker or other financial intermediary that holds NCC shares on their behalf.
NCC shares are expected to be delisted from trading on the Toronto Stock Exchange on or about the close of business on Monday October 29, 2018.
About Stingray Digital Group Inc.
Stingray Digital Group Inc. (TSX: RAY.A; RAY.B) is the world-leading provider of multiplatform music and video services as well as digital experiences for pay TV operators, commercial establishments, OTT providers, mobile operators, consumers, and more. Its services include audio television channels, premium television channels, 4K UHD television channels, karaoke products, digital signage, in-store music, and music apps. Stingray reaches 400 million subscribers (or users) in 156 countries and its mobile apps have been downloaded over 100 million times. Stingray is headquartered in Montréal and currently has close to 400 employees worldwide. For more information: www.stingray.com.
About Newfoundland Capital Corporation Limited
Newfoundland Capital Corporation Limited (TSX: NCC.A, NCC.B) owns and operates Newcap Radio which is one of Canada's leading radio broadcasters with 101 broadcast licences (72 radio stations and 29 repeating signals) across Canada. NCC reaches millions of listeners each week through a variety of formats and is a recognized industry leader in radio programming, sales and networking.
Forward-Looking Information
This news release contains forward-looking information within the meaning of applicable Canadian securities laws, including regarding the timing of delisting NCC shares which may be impacted by completion of the necessary filings and regulatory process required by the TSX. In addition, any statements that refer to expectations, projections or other characterizations of future events or circumstances contain forward-looking information. Statements containing forward-looking information are not historical facts but instead represent management's expectations, estimates and projections regarding future events. Although management believes the expectations reflected in such forward-looking statements are reasonable, forward-looking statements are based on the opinions, assumptions and estimates of management at the date the statements are made, and are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forward-looking statements. NCC expressly disclaims any obligation to update or alter statements containing any forward-looking information, or the factors or assumptions underlying them, whether as a result of new information, future events or otherwise, except as required by law.
SOURCE Newfoundland Capital Corporation Limited
Robert G. Steele, Chairman, President and Chief Executive Officer or Scott G.M. Weatherby, Chief Financial Officer and Corporate Secretary, Newfoundland Capital Corporation Limited, (902) 468-7557, [email protected], www.ncc.ca
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