DARTMOUTH, NS, Oct. 26, 2018 /CNW/ - Newfoundland Capital
Corporation Limited ("NCC") (TSX: NCC.A; NCC.B) today announced
that Stingray Digital Group Inc. ("Stingray") (TSX: RAY.A; RAY.B)
has acquired the shares of NCC (the "Transaction") effective
today.
Each shareholder of NCC is entitled to receive approximately
0.15371 Stingray subordinate voting shares (or Stingray variable
subordinate voting shares, as applicable) and approximately
$13.17 in cash for each share of NCC
owned. No fractional shares will be issued, and Stingray will
settle any fractional shares in accordance with the terms of the
arrangement agreement entered into on May 2,
2018.
A detailed description of the Transaction is set forth in the
NCC management information circular dated May 23, 2018 (the "Circular"). Shareholders can
obtain a copy of the Circular as filed with applicable Canadian
securities regulatory authorities on SEDAR at www.sedar.com.
Letters of Transmittal were mailed to registered shareholders of
NCC along with the Circular and are also available on SEDAR at
www.sedar.com. The Letters of Transmittal explain how registered
NCC shareholders who hold their shares in physical certificate form
can deposit and obtain payment for their NCC shares. Registered NCC
shareholders must return their duly completed Letters of
Transmittal to AST Trust Company (Canada) in order to receive the consideration
to which they are entitled for their NCC shares. Non-registered
shareholders who hold shares in brokerage accounts or with other
financial intermediaries should carefully follow the instructions
from their broker or other financial intermediary that holds NCC
shares on their behalf.
NCC shares are expected to be delisted from trading on the
Toronto Stock Exchange on or about the close of business on
Monday October 29, 2018.
About Stingray Digital Group Inc.
Stingray Digital
Group Inc. (TSX: RAY.A; RAY.B) is the world-leading provider of
multiplatform music and video services as well as digital
experiences for pay TV operators, commercial establishments, OTT
providers, mobile operators, consumers, and more. Its services
include audio television channels, premium television channels,
4K UHD television channels, karaoke
products, digital signage, in-store music, and music apps. Stingray
reaches 400 million subscribers (or users) in 156 countries and its
mobile apps have been downloaded over 100 million times. Stingray
is headquartered in Montréal and currently has close to 400
employees worldwide. For more information: www.stingray.com.
About Newfoundland Capital Corporation
Limited
Newfoundland Capital Corporation Limited (TSX:
NCC.A, NCC.B) owns and operates Newcap Radio which is one of
Canada's leading radio
broadcasters with 101 broadcast licences (72 radio stations and 29
repeating signals) across Canada.
NCC reaches millions of listeners each week through a variety of
formats and is a recognized industry leader in radio programming,
sales and networking.
Forward-Looking Information
This news release contains
forward-looking information within the meaning of applicable
Canadian securities laws, including regarding the timing of
delisting NCC shares which may be impacted by completion of the
necessary filings and regulatory process required by the TSX. In
addition, any statements that refer to expectations, projections or
other characterizations of future events or circumstances contain
forward-looking information. Statements containing forward-looking
information are not historical facts but instead represent
management's expectations, estimates and projections regarding
future events. Although management believes the expectations
reflected in such forward-looking statements are reasonable,
forward-looking statements are based on the opinions, assumptions
and estimates of management at the date the statements are made,
and are subject to a variety of risks and uncertainties and other
factors that could cause actual events or results to differ
materially from those projected in the forward-looking statements.
NCC expressly disclaims any obligation to update or alter
statements containing any forward-looking information, or the
factors or assumptions underlying them, whether as a result of new
information, future events or otherwise, except as required by
law.
SOURCE Newfoundland Capital Corporation Limited
