TORONTO--(BUSINESS WIRE)--Score Media and Gaming Inc. (“theScore” or the “Company”) (TSX: SCR) today announced the launch of a marketed public offering of theScore’s Class A Subordinate Voting Shares (“Class A Shares”) in the United States and Canada, representing theScore’s initial public offering in the United States.
In connection with the initial public offering of the Class A Shares in the United States, theScore has filed an application to list the Class A Shares on the Nasdaq Global Select Market (the “Nasdaq”) under the symbol “SCR”. Trading of the Class A Shares is expected to commence on the Nasdaq following pricing of the offering. The Class A Shares will continue to trade on the Toronto Stock Exchange (the “TSX”) under the symbol “SCR”.
A total of 5,000,000 Class A Shares will be offered for sale by the Company in the offering, which will be conducted through a syndicate of underwriters led by Morgan Stanley, Credit Suisse, Canaccord Genuity and Macquarie Capital, as joint book-running managers. The offering will be priced in the context of the market with terms, including price per share, to be determined at the time of entering into an underwriting agreement with the underwriters.
The Company will grant the underwriters an over-allotment option, exercisable for a period of 30 days from the date of the closing of the offering, to purchase up to an additional 15% of the total number of Class A Shares to be sold pursuant to the offering.
The Company currently expects that the net proceeds of the offering will be used to fund working capital and other general corporate purposes, including the continued growth and expansion of theScore Bet’s operations in the United States and Canada by supporting the multi-jurisdiction deployment and operation of theScore Bet and user acquisition and retention in jurisdictions where theScore is, or will be, operating.
The offering is subject to entering into a satisfactory underwriting agreement with the underwriters, which will include customary closing conditions, including with respect to the listing of the Class A Shares on the Nasdaq and the TSX.
In connection with the offering, theScore filed a preliminary prospectus supplement to its base shelf prospectus with the securities regulatory authorities in each of the provinces of Canada, other than Québec. The preliminary prospectus supplement and a base shelf prospectus have also been filed with the U.S. Securities and Exchange Commission as part of a registration statement on Form F-10. The public offering will be made in Canada only by means of the base shelf prospectus and preliminary prospectus supplement and in the United States only by means of the registration statement, including the base shelf prospectus and preliminary prospectus supplement. Such documents contain important information about the offering. Copies of the base shelf prospectus and the preliminary prospectus supplement can be found on SEDAR at www.sedar.com and a copy of the registration statement, base shelf prospectus and the preliminary prospectus supplement can be found on EDGAR at www.sec.gov. Copies of such documents may also be obtained from any of the following sources: Morgan Stanley, Attn: Prospectus Department - 180 Varick Street, 2nd Floor - New York, NY 10014; Credit Suisse Securities (USA) LLC, Attention: Prospectus Department, 6933 Louis Stephens Drive, Morrisville, North Carolina 27560, telephone: 1-800-221-1037 or by email firstname.lastname@example.org; Canaccord Genuity LLC, Attention: Syndicate Department, 99 High Street, 12th Floor, Boston MA 021990, by email at email@example.com; and Macquarie Capital (USA) Inc., Attention: Equity Syndicate Department, 125 West 55th Street, New York, NY 10019, or by email at MacquarieEquitySyndicateUSA@macquarie.com.
Prospective investors should read the base shelf prospectus and the preliminary prospectus supplement as well as the registration statement before making an investment decision.
A registration statement relating to the Class A Shares has been filed with the U.S. Securities and Exchange Commission but has not yet become effective. The Class A Shares may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. No securities regulatory authority has either approved or disapproved the contents of this press release. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the Class A Shares in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction.
About Score Media and Gaming Inc.
Score Media and Gaming Inc. empowers millions of sports fans through its digital media and sports betting products. Its media app ‘theScore’ is one of the most popular in North America, delivering fans highly personalized live scores, news, stats, and betting information from their favorite teams, leagues, and players. The Company’s sports betting app ‘theScore Bet’ delivers an immersive and holistic mobile sports betting experience and is currently available to place wagers in New Jersey, Colorado, Indiana and Iowa. Publicly traded on the Toronto Stock Exchange (SCR), theScore also creates and distributes innovative digital content through its web, social and esports platforms.
Statements made in this news release that relate to future plans, events or performances are forward-looking statements. Any statement containing words such as “may”, “would”, “could”, “will”, “believes”, “plans”, “anticipates”, “estimates”, “expects” or “intends” and other similar statements which are not historical facts contained in this release are forward looking, and these statements involve risks and uncertainties and are based on current expectations. Such statements reflect theScore’s current views with respect to future events and are subject to certain risks, uncertainties and assumptions. Many factors could cause the Company’s actual results, performance or achievements to be materially different from any future results, performance or achievements that may be expressed or implied by such forward looking statements, including among other things, the proposed U.S. initial public offering of the Class A Shares and the listing of the Class A Shares on the Nasdaq, the enactment of enabling legislation and regulations in the jurisdictions in which the Company operates, or intends to operate, to facilitate online gaming, including (without limitation) the enactment of federal legislation in Canada to permit single event sports wagering (including the timing of such legislation and regulations being passed and proclaimed in force (if at all) and the terms and conditions imposed in such legislation and regulations on applicable industry participants), the Company’s receipt of all relevant licences and approvals under the applicable legislation and regulations (as applicable) of the jurisdictions in which the Company operates, or intends to operate, the rate of adoption of online gaming in Canada and other jurisdictions, as permitted by applicable legislation and/or regulations, and those factors which are discussed under the heading “Risk Factors” in the Company’s current Annual Information Form, dated October 28, 2020, as filed with applicable Canadian securities regulatory authorities and available on SEDAR under the Company’s profile at www.sedar.com and as filed with the U.S. Securities and Exchange Commission and available on EDGAR under the Company’s profile at www.sec.com, and elsewhere in documents that theScore files from time to time with such securities regulatory authorities, including its relevant Management’s Discussion & Analysis of the financial condition and results of operations of the Company. Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward-looking statements prove incorrect, actual results could differ materially from the expectations expressed in these forward-looking statements. The Company does not intend, and does not assume any obligation, to update these forward-looking statements except as required by applicable law or regulatory requirements.