ZoomerMedia to go private in agreement with shareholder group

Company

ZoomerMedia Limited

Law Firm / Organization
Chitiz Pathak LLP (CP LLP)
Law Firm / Organization
Dickinson Wright LLP

Company

Fairfax Financial Holdings Limited

On October 11, 2024, ZoomerMedia Limited (TSXV: ZUM) announced that it entered into a definitive agreement with Moses Znaimer and a group of shareholders to privatize the company. The deal involves acquiring all outstanding shares not already owned by the Shareholder Group through a statutory plan of arrangement under the Canada Business Corporations Act. The offer price of $0.08 per share represents a 167% premium over the closing share price on October 10, 2024.

Funding for the acquisition includes $5,696,167 from Fairfax Financial Holdings affiliates and $1 million from a corporation controlled by Omri Tintpulver, ZoomerMedia’s COO. The Special Committee, advised by Dickinson Wright LLP and Cormark Securities Inc., recommended the deal, finding it fair to minority shareholders. Cormark provided a fairness opinion, and the committee approved the arrangement following negotiations with the Shareholder Group.

The transaction is subject to shareholder approval at a special meeting in November 2024 and court approval. Legal advisors for the deal include CP LLP for ZoomerMedia and Torys LLP for Fairfax. If approved, the privatization is expected to close in December 2024, leading to ZoomerMedia's delisting from the TSX Venture Exchange and ceasing its public reporting requirements.

Merger & Acquisition
Other
Undisclosed/Confidential
Active