15384150 Canada Inc., Impactreneur Capital Corp., Shahrzad Rafati and Hamed Shahbazi completed the acquisition of BBTV Holdings Inc..
The transaction is subject to approval by BBTV shareholders, Court approval, final approval of the TSX, Dissent Rights have not been exercised with respect to more than 5% of the issued and outstanding Subordinate Voting Shares and is also cross-conditional with the advance of the New Loan and the refinancing of the MEP Loan. The Board of Directors of BBTV unanimously approved the transaction, pursuant to the unanimous recommendation of the Special Committee. The Special Committee is led by John Kim and composed of two other independent directors of BBTV. As of November 30, 2023, the shareholders of BBTV approved the transaction. As of December 14, 2023, the Supreme Court of British Columbia issued a final order approving the previously announced going-private transaction by way of a statutory plan of arrangement under section 192 of the Canada Business Corporations Act. The transaction is expected to close on or about November 30, 2023. As of December 14, 2023, the Arrangement is expected to close in or about the next 10 days.
Clark Wilson LLP is acting as legal advisor to BBTV and Borden Ladner Gervais LLP is acting as Canadian independent legal advisor to the Special Committee. PI Financial Corp. is acting as financial advisor to the Special Committee. Evans & Evans, Inc. is acting as fairness opinion provider to BBTV and will receive a fee of CAD 0.0075 million for its services and Owens, Wright LLP is acting as legal advisor to 15384150 Canada Inc. Computershare acted as depositary and information agent to BBTV Holdings.
15384150 Canada Inc., Impactreneur Capital Corp., Shahrzad Rafati and Hamed Shahbazi completed the acquisition of BBTV Holdings Inc. (TSX:BBTV) on January 9, 2024. The Subordinate Voting Shares and Debentures are anticipated to be de-listed from the TSX following the close of markets on or about January 11, 2024, and the Subordinate Voting Shares were de-listed from the OTCQX on December 31, 2023. In addition, BBTV has pre-filed an application to cease to be a reporting issuer under applicable Canadian securities laws.