WOW UNLIMITED MEDIA INC. ("WOW")
BULLETIN TYPE: -Plan of Arrangement, Delist
BULLETIN DATE: April 7, 2022
TSX Venture Tier 1 Company
TSX Venture Exchange Inc. (the "Exchange") has accepted for filing documentation in connection with the arrangement among Wow Unlimited Media Inc. ("WOW"), Genius Brands International, Inc. ("Genius"), and Wow Exchange Co. Inc. (formerly 1326919 B.C. Ltd.) ("Exchangeco") that is a wholly-owned subsidiary of Genius, pursuant to the terms of an arrangement dated October 26, 2021, and a court-approved plan of arrangement (the "Plan of Arrangement") under Division 5 of Part 9 of the Business Corporations Act (British Columbia) (the "Arrangement").
Pursuant to the terms of the Arrangement, Genius will acquire all of the issued and outstanding shares of WOW for CAD 1.169 in cash (less any applicable withholding taxes) and 0.271 of a common share of Genius ("Genius Shares") for each WOW share held, subject to adjustment in accordance with the Arrangement (the "Consideration"). Eligible Canadian shareholders of WOW (including (i) eligible Canadian noteholders who become shareholders, and (ii) certain departing holders of WOW stock options, in each case in accordance with the Plan of Arrangement) will, instead of the Genius Shares to which they would otherwise be entitled, be entitled to elect to receive exchangeable shares in the capital of Exchangeco ("Exchangeable Shares"), which Exchangeable Shares will be exchangeable into Genius Shares in accordance with their terms.
Continuing holders of outstanding WOW stock options, will have their stock options replaced with an equivalent number of stock options in Genius, based on the same exchange ratio as the Consideration, on a cashless basis, immediately prior to the effective time of the Arrangement.
The Exchange has been advised that approval of the Arrangement by shareholders of WOW was received at a special meeting of shareholders held on December 30, 2021 and that the Supreme Court of British Columbia provided its final order approving the plan of arrangement on January 11, 2022. The Exchange has been advised that the Arrangement closed on April 6, 2022. The full particulars of the Arrangement are set forth in WOW's Information Circular dated December 1, 2021, which is available under WOW's profile on SEDAR.
Delist:
Further to the completion of the Arrangement effective at the close of business Friday April 8, 2022, the common shares and variable voting shares of WOW will be delisted from TSX Venture Exchange at the request of WOW.
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