TORONTO--(BUSINESS WIRE)--Kew Media Group Inc. (the “Corporation”) has filed today a final prospectus with the securities regulatory authorities in each of the provinces and territories of Canada in respect of the Corporation’s $70,000,000 initial public offering of Class A Restricted Voting Units (the “Offering”). The proceeds from the distribution of the Class A Restricted Voting Units (along with the proceeds from any exercise of an over-allotment option granted to the underwriters) plus $1,050,000 from the distribution of Class B Units (each consisting of one Class B Share and one warrant (“Warrant”)) to the Corporation’s founders (or $1,155,000 if the over-allotment option is exercised in full) will be deposited into an escrow account and will only be released upon the satisfaction of certain prescribed conditions. With the funding into the escrow account, an amount of $10.15 per Class A Restricted Voting Share will be held in the escrow account following closing of the Offering. A copy of the final prospectus is available on the SEDAR website at www.sedar.com under the Corporation’s profile.
The Corporation is a newly organized special purpose acquisition corporation uniquely focusing on small-to-medium sized international media production, distribution and talent management opportunities and/or related sectors with an emphasis on Canada, the United States and the United Kingdom.
Each Class A Restricted Voting Unit has an offering price of $10.00 per Class A Restricted Voting Unit and consists of one Class A Restricted Voting Share and one Warrant. Following completion of a qualifying acquisition, each Class A Restricted Voting Share will be automatically converted into one Class B Share and each Warrant will entitle the holder thereof to purchase one Class B Share of the Corporation at an exercise price of $11.50 during the period commencing on the closing of a qualifying acquisition and ending five years thereafter, subject to the terms and conditions described in the final prospectus. Upon certain events, the Class A Restricted Voting Shares, forming part of the Class A Restricted Voting Units, will be redeemable by holders for a pro-rata portion of the escrow account, net of taxes payable and other prescribed amounts, as further described in the final prospectus.
The Corporation’s founders, comprised of its board of directors, officers and advisors, are listed in the final prospectus.
The Corporation’s founders intend to purchase an aggregate of 442,000 Class B Units at an offering price of $10.00 per Class B Unit for an aggregate purchase price of $4,420,000. Closing of the founder investment will occur simultaneously with the closing of the Offering.
The closing of the Offering is expected to occur on or about June 13, 2016.
The Toronto Stock Exchange has conditionally approved the listing of the Class A Restricted Voting Units, the Class A Restricted Voting Shares and the Warrants under the symbols “KEW.UN”, “KEW.A” and “KEW.WT”, respectively. The Class A Restricted Voting Units separate into Class A Restricted Shares and Warrants approximately 40 days following the closing of the Offering, subject to the Corporation fulfilling customary listing requirements.
The Offering is being distributed by a syndicate of underwriters led by TD Securities Inc., Cantor Fitzgerald & Co. and National Bank Financial Inc., and includes Cormark Securities Inc. and GMP Securities L.P.
Goodmans LLP is acting as Canadian legal counsel to KMG and the Corporation, Stikeman Elliott LLP is acting as Canadian legal counsel to the underwriters and Ellenoff Grossman & Schole LLP is acting as United States legal counsel for the Offering.
The Offering is only being made to the public by prospectus. The prospectus contains important detailed information about the securities being offered. Copies of the prospectus may be obtained from any of the underwriters listed above. Investors should read the prospectus before making an investment decision.
This press release is not an offer of securities for sale in the United States, and the securities may not be offered or sold in the United States absent registration or an exemption from registration. The securities have not been and will not be registered under the United States Securities Act of 1933.
Copies of the final prospectus filed with the Canadian securities regulatory authorities in connection with the Offering are available on SEDAR at www.sedar.com.
About Kew Media Group Inc.
Kew Media Group Inc. is a newly organized special purpose acquisition corporation incorporated under the laws of the Province of Ontario for the purpose of effecting a qualifying acquisition.
This press release may contain forward‐looking information within the meaning of applicable securities legislation, which reflects the Corporation’s current expectations regarding future events. Forward‐looking information is based on a number of assumptions and is subject to a number of risks and uncertainties, many of which are beyond the Corporation’s control that could cause actual results and events to differ materially from those that are disclosed in or implied by such forward‐looking information. Such risks and uncertainties include, but are not limited to, failure to complete the Offering and related transactions, and the factors discussed under the headings “Caution Regarding Forward-Looking Statements” and “Risk Factors” in the final prospectus of the Corporation dated June 3, 2016, a copy of which is available on the SEDAR website at www.sedar.com under the Corporation’s profile. The Corporation does not undertake any obligation to update such forward‐looking information, whether as a result of new information, future events or otherwise, except as expressly required by applicable law.