WOW! Unlimited Media Inc. Announces Extension of the Arrangement Agreement Outside Date and General Update on the Transaction
Toronto, Ontario and Vancouver, British Columbia--(Newsfile Corp. - March 16, 2022) - WOW! Unlimited Media Inc. (TSXV: WOW) (OTCQX: WOWMF) ("WOW!" or the "Company"), a leading animation-focused, multi-platform entertainment company, announces today that, by mutual agreement, and in accordance with the terms of the arrangement agreement dated October 26, 2021 (the "Arrangement Agreement") among WOW!, Genius Brands International, Inc. ("Genius") and 1326919 B.C. Ltd., a wholly-owned subsidiary of Genius, the parties are extending the Outside Date (as defined in the Arrangement Agreement) for closing of the pending transaction (the "Arrangement") from March 15, 2022 to May 14, 2022.
The parties have agreed to extend the Outside Date as they await completion of review of the Arrangement under the Investment Canada Act (Canada) (the "Investment Canada Act") with the Cultural Sector Investment Review Division of the Department of Canadian Heritage. As previously disclosed, the Company's shareholders and noteholders have voted overwhelmingly in favour of the Arrangement and the parties have obtained a final order from the Supreme Court of British Columbia approving the Arrangement. The Company anticipates the Arrangement will be completed prior to May 15, 2022.
Further information about the Arrangement is set forth in materials prepared by the Company filed under the Company's profile on the System for Electronic Document Analysis and Retrieval (SEDAR) at www.sedar.com.
The TSXV has neither approved nor disapproved the contents of this press release. Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this press release.
About WOW! Unlimited Media Inc.
WOW! is a leading animation-focused entertainment company producing top-end content and building brands and audiences on the most engaging media platforms. WOW! produces animation in its two established studios: Frederator Studios in the USA, which has a 20-year track record; and one of Canada's largest, multi-faceted animation production studios, Mainframe Studios, which has a 25-year track record. WOW! also operates Channel Frederator Network on YouTube. The common voting shares of WOW! and variable voting shares of WOW! are listed on the TSXV (TSXV: WOW) and the OTCQX Best Market (OTCQX: WOWMF). Further information about WOW! is available at: www.wowunlimited.co.
Investor Relations Contact:
Colleen Kirk, Kirk Group Media
Certain statements in this press release constitute "forward-looking statements" within the meaning of the federal securities laws. Words such as "may," "might," "will," "should," "believe," "expect," "anticipate," "estimate," "continue," "predict," "forecast," "project," "plan," "intend," or similar expressions, or statements regarding intent, belief, or current expectations, are forward-looking statements.
Forward-looking statements in this press release include, but are not limited to: statements with respect to the anticipated completion of the Arrangement (on the same terms or at all), including the timing of such completion, and the satisfaction of the conditions precedent of the Arrangement (including with respect to approval under the Investment Canada Act). Actual results and developments may differ materially from those contemplated by these statements.
These forward-looking statements are based upon current estimates and assumptions regarding WOW! and Genius, including the successful completion of the Arrangement. While the parties believe these forward-looking statements and the underlying assumptions are reasonable, undue reliance should not be placed on any such forward-looking statements as they are based on information available to the Company on the date of this press release (which may prove to be incorrect).
Factors that could cause future results or events to differ materially from current expectations expressed or implied by the forward-looking statements include, without limitation, significant transaction costs or unknown liabilities; economic, competitive, political and social uncertainties; the state of capital markets; risks relating to (i) the ability of the parties to satisfy the conditions precedent of the Arrangement (including with respect to approval under the Investment Canada Act), (ii) failure to receive regulatory approvals, in a timely manner or otherwise, and (iii) other unforeseen events, developments, or factors causing any of the aforesaid expectations, assumptions, and other factors ultimately being inaccurate or irrelevant. Readers are cautioned that the foregoing list of risks, uncertainties and assumptions are not exhaustive. In addition, if the Arrangement is not completed and WOW! continues as an independent entity, there are risks that the announcement of the Arrangement and the dedication of substantial resources of WOW! to the completion of the Arrangement could have an impact on its business and strategic relationships (including with regulatory bodies, future and prospective employees, customers, suppliers and partners), operating results and activities in general, and could have a material adverse effect on its current and future operations, financial condition and prospects. WOW! disclaims any obligation to update or revise these forward-looking statements, except as required by applicable law.
Readers can find further information with respect to these and other risks affecting WOW! in filings made by WOW! with the Canadian securities regulators including (copies of which are available under WOW!'s SEDAR profile at www.sedar.com).
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/117022