Vancouver, B.C., March 31, 2021 – Glacier Media Inc. (TSX: GVC) (“Glacier”) and GVIC Communications Corp. (TSX: GCT) (“GVIC”) today jointly announced that the previously announced plan of arrangement (the “Arrangement”) pursuant to which Glacier will acquire all of the Class B voting common shares (“GVIC B Shares”) and Class C non-voting shares (“GVIC C Shares”) of GVIC not currently held by Glacier and its subsidiary, or by a wholly-owned limited partnership of GVIC will be effective at 11:59 PM today (the “Effective Time”). As of the Effective Time, shareholders of GVIC are entitled to receive, for each GVIC Share held, 0.8 of a common share of Glacier (“Glacier Share”).
The Arrangement was approved by shareholders of GVIC at a special meeting of shareholders held on March 17, 2021 and by the Supreme Court of British Columbia on March 22, 2021.
It is expected that the GVIC B Shares and the GVIC C Shares will each be delisted from the Toronto Stock Exchange (“TSX”) on or about April 6, 2021. The Glacier Shares will continue to trade on the TSX under the symbol “GVC”.
INFORMATION FOR GVIC SHAREHOLDERS
Registered holders of GVIC Shares are reminded that they must properly complete, sign and return the letter of transmittal to Computershare Investor Services Inc., as depositary, in order to receive the Glacier Shares they are entitled to in connection with the Arrangement. Holders of GVIC Shares who hold their shares through a broker, investment dealer or other intermediary should carefully follow the instructions provided by such broker, investment dealer or other intermediary in order to receive the Glacier Shares they are entitled to in connection with the Arrangement. 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[at]computershare[dot]com.
The Toronto Stock Exchange has neither reviewed nor accepts responsibility for the adequacy or accuracy of this news release.
FORWARD LOOKING STATEMENTS
This 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 time of the Effective Time, the delisting of the GVIC Shares from the TSX, reduction of costs, the effect of marketing efforts, any increase in market demand and the ability to resolve intercompany loans. These forward-looking statements are based on certain assumptions, including the implementation of cost reductions and marketing efforts, resolution of intercompany loans, the time of the Effective Time and the delisting of the GVIC Shares from the TSX, 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 achieve the Effective Time, failure to delist the GVIC Shares from the TSX, general economic, business and political conditions, including changes in the financial markets, changes in applicable laws, 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, 2 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.
Glacier 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.
GVIC 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.