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Rogers Media to Acquire theScore Television Network

August 25, 2012

News Releases

TORONTO, Aug. 25, 2012 /CNW/ – Rogers Media Inc. today announced it is
acquiring all of the outstanding shares of Score Media Inc., and will
wholly own theScore Television Network and related television assets.

The acquisition of Score Media does not include its digital media
business, including theScore.com website and mobile applications.  Immediately prior to the acquisition,
Score Media’s digital assets will be spun out to its existing
shareholders, with Rogers Media retaining a 10 per cent equity interest
in the digital media business. Rogers Media will also have access to
Score Media’s digital technology to immediately enhance its mobile
offerings.

The acquisition builds on Rogers’ rich history in sports and reinforces
its commitment to delivering premium sports content to its audiences on
their platform of choice.  Upon receipt of final regulatory approvals,
the television network will be rebranded under the Sportsnet umbrella.

“We continue to pursue opportunities to engage, expand and enhance the
experience for sports fans.  Rogers Media is on a growth trajectory and
this builds on our momentum of delivering world-class sports content
anywhere, anytime, on any platform,” said Keith Pelley, President,
Rogers Media.  “theScore is a tremendous sports service that offers a
distinct flavour of premium, niche programming that fits squarely
within our strategy of delivering highly sought-after content to
Canadians.”

Score Media owns theScore Television Network, closed captioning service
Voice to Visual Inc., and mixed martial arts promotion The Score
Fighting Series, as well as the digital media business being spun out
to its shareholders.  theScore Television Network is a national
specialty television service providing sports news, information,
highlights and live event programming across Canada. It is Canada’s
third largest specialty sports channel with 6.6 million television
subscribers generating approximately $45 million of annual subscription
and advertising revenues and approximately $15 million of annual
earnings before interest, taxes, depreciation and amortization
(EBITDA).

The total consideration payable by Rogers Media in connection with the
transaction, including consideration payable to Score Media’s
shareholders, consideration for the 10 per cent equity interest in the
digital media business, and repayment of Score Media’s third-party debt
and transaction expenses, is $167 million.

The transaction will be carried out by way of plan of arrangement, and
will be subject to Score Media shareholder and court approvals, and the
satisfaction of other customary conditions.  The meeting of Score Media
shareholders is currently expected to be held in the fall of 2012.  The
CEO and largest shareholder of Score Media have entered into an
irrevocable lockup agreement with Rogers Media in support of the
transaction. Upon completion of the arrangement, the shares of Score
Media will be held in a CRTC-approved trust and release of the shares
to Rogers Media will be subject to receipt of CRTC final approval.

Caution Regarding Forward-Looking Statements, Risks and Assumptions
This press release includes forward-looking statements and assumptions
concerning our business with respect to our objectives and strategies
to achieve those objectives, statements with respect to our beliefs,
plans, expectations, anticipations, estimates or intentions, including
guidance with respect to the closing, costs and benefits of the above
mentioned theScore Television Network transaction and all other
statements that are not historical facts. The timing and completion of
the proposed theScore Television Network transaction is subject to
customary closing conditions, termination rights and other risks and
uncertainties including, without limitation, required regulatory,
court, and shareholder approvals. Accordingly, there can be no
assurance that the proposed transaction will occur, or that it will
occur on the timetable or on the terms and conditions contemplated in
this news release. The proposed transaction could be modified,
restructured or terminated. There can also be no assurance that the
strategic benefits expected to result from the transaction will be
fully realized.  We caution that all forward-looking information,
including any statement regarding our current intentions, is inherently
subject to change and uncertainty and that actual results may differ
materially from the assumptions, estimates or expectations reflected in
the forward-looking information. A number of factors could cause actual
results to differ materially from those in the forward-looking
statements or could cause our current objectives and strategies to
change. Therefore, should one or more of these risks materialize,
should our objectives or strategies change, or should any other factors
underlying the forward-looking statements prove incorrect, actual
results and our plans may vary significantly from what we currently
foresee. Accordingly, we warn investors to exercise caution when
considering any such forward-looking information herein and that it
would be unreasonable to rely on such statements as creating any legal
rights regarding our future results or plans. We are under no
obligation (and we expressly disclaim any such obligation) to update or
alter any forward-looking statements or assumptions whether as a result
of new information, future events or otherwise, except as required by
law.

About Rogers Media Inc.
Rogers Media Inc., a division of Rogers Communications (TSX: RCI) (NYSE:
RCI), is a diversified leading Canadian media company that engages in
television and radio broadcasting, publishing, digital, and sports
entertainment.  Rogers Broadcasting has 55 AM and FM radio stations
across Canada; television properties include six Citytv stations, five
OMNI multicultural television stations, Sportsnet (consisting of four
regional channels and the nationally-distributed Sportsnet ONE and
Sportsnet World), and The Shopping Channel, a televised and internet
shopping service.  Rogers Publishing produces many well-known consumer
and online magazines, such as Maclean’s, Chatelaine, L’actualité,
Canadian Business, and is the leading publisher of a number of
industry, medical and financial publications.  Rogers Media’s suite of
digital assets reaches 17 million unique visitors per month through
more than 1,000 premium owned + exclusive and extended network sites.
 Rogers Media Inc. owns Rogers Centre stadium, a year-round sports and
entertainment facility, and the Toronto Blue Jays Baseball Club.

SOURCE: Rogers Media Inc.