By Jennifer Chiou
New York, Nov. 5 - ZoomerMedia Ltd. announced amendments to its June 15 announced C$17.6 million private placement of stock.
The company will now sell 44,025,901 common shares and 131,974,099 non-voting series 1 class A preference shares, all at $0.10 per share, to Fairfax Financial Holdings Ltd.
The company previously was to sell 176 million common shares at C$0.10 apiece.
According to a news release, the amendments have been made in order to ensure that the investment by Fairfax complies with the requirements of the CRTC relating to foreign ownership.
In addition, the proposed terms for the acquisition of all of the MZ Assets have also been amended to now include the issuance to Moses Znaimer and Olympus Management Ltd. of 4,094,970 common shares and 255,905,030 non-voting series 2 class A preferreds at $0.10 per share, and cash consideration of $4 million.
At closing, Olympus intends to exercise warrants to acquire 20 million common shares at a price of $0.10 per share.
The series 1 shares can be exchanged at the option of Fairfax or ZoomerMedia into common shares of ZoomerMedia at any time. The series 2 shares can be exchanged at the option of Moses Znaimer or ZoomerMedia into common shares of ZoomerMedia at any time, provided that the company will continue to satisfy the public float share distribution requirements of the TSX Venture Exchange.
Upon closing of all of the transactions, Moses Znaimer will control 165,157,970 common shares of Zoomer, representing 66.28% of the total common shares outstanding, as well as 255,905,030 series 2 shares, making up 65.98% of the outstanding class A preferreds.
Upon closing, Fairfax will own 44,025,901 common shares of ZoomerMedia for a 17.67% stake as well as 131,974,099 series 1 shares, representing 34.02% of the outstanding class A securities.
Proceeds will be used to finance the company's planned acquisition of the outstanding shares and assets of Vision TV Digital Inc. and for general corporate purposes.
The Toronto-based company operates a Canadian web site specifically for adults over 45, providing content, commerce and community.
| Issuer: | ZoomerMedia Ltd.
|
| Issue: | Common shares and non-voting series 1 class A preference shares
|
| Amount: | C$17.6 million
|
| Investor: | Fairfax Financial Holdings Ltd.
|
| Pricing date: | June 15
|
| Amendment date: | Nov. 5
|
| Stock symbol: | TSX Venture: ZUM
|
| Stock price: | C$0.085 at close June 12
|
| Stock price: | C$0.11 at close Nov. 5
|
| Market capitalization: | C$15.4 million
|
|
|
| Common shares
|
| Shares: | 44,025,901
|
| Price: | C$0.10
|
|
|
| Series 1 class A preference shares
|
| Preferreds: | 131,974,099
|
| Price: | C$0.10
|
|
|
| Moses Znaimer/Olympus Management Ltd. transaction
|
| Amount: | C$4 million
|
| Shares: | 4,094,970
|
| Class A preferreds: | 255,905,030
|
| Price: | C$0.10
|
| Warrants: | For 20 million shares
|
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