Kew Media Group Inc has closed its initial public offering of Class A restricted voting units at $70 million. The offering, the size of which may increase via an over-allotment option granted to underwriters, will create a special purpose acquisition corporation (SPAC). Toronto-based Kew Media intends the SPAC to focus on one or more acquisitions of small-to-medium sized media production, distribution and talent management opportunities in North America and the United Kingdom. Torys Partner John Emanoilidis wrote about the recent rise of SPACs in Canada in a PE Hub Canada feature article published in December.
Kew Media Group Inc. Announces Completion of $70,000,000 Initial Public Offering
June 13, 2016
TORONTO–(BUSINESS WIRE)– Kew Media Group Inc. (the “Corporation”) has closed its $70,000,000 initial public offering of Class A Restricted Voting Units (the “Offering”). The proceeds from the distribution of the Class A Restricted Voting Units (along with the proceeds from any exercise of an over-allotment option granted to the underwriters) plus $1,050,000 from the distribution of Class B Units (each consisting of one Class B Share and one warrant (“Warrant”)) to the Corporation’s founders (or $1,155,000 if the over-allotment option is exercised in full) will be deposited into an escrow account and will only be released upon the satisfaction of certain prescribed conditions. With the funding into the escrow account, an amount of $10.15 per Class A Restricted Voting Share will be held in the escrow account following closing of the Offering. A copy of the final prospectus is available on the SEDAR website at www.sedar.com under the Corporation’s profile.
The Corporation is a newly organized special purpose acquisition corporation uniquely focusing on small-to-medium sized international media production, distribution and talent management opportunities and/or related sectors with an emphasis on Canada, the United States and the United Kingdom.
Each Class A Restricted Voting Unit has an offering price of $10.00 per Class A Restricted Voting Unit and consists of one Class A Restricted Voting Share and one Warrant. Following completion of a qualifying acquisition, each Class A Restricted Voting Share will be automatically converted into one Class B Share and each Warrant will entitle the holder thereof to purchase one Class B Share of the Corporation at an exercise price of $11.50 during the period commencing on the closing of a qualifying acquisition and ending five years thereafter, subject to the terms and conditions described in the final prospectus. Upon certain events, the Class A Restricted Voting Shares, forming part of the Class A Restricted Voting Units, will be redeemable by holders for a pro-rata portion of the escrow account, net of taxes payable and other prescribed amounts, as further described in the final prospectus.
The Corporation’s founders, comprised of its board of directors, officers and advisors, are listed in the final prospectus.
Concurrent with closing of the Offering, the Corporation’s founders purchased an aggregate of 442,000 Class B Units at an offering price of $10.00 per Class B Unit, resulting in aggregate proceeds of $4,420,000 to the Corporation.
The Class A Restricted Voting Units will commence trading today on the Toronto Stock Exchange under the symbol “KEW.UN”. The Class A Restricted Voting Units will separate into Class A Restricted Voting Shares and Warrants approximately 40 days following the closing of the Offering and will trade under the symbols “KEW.A” and “KEW.WT”, respectively.
The Offering is being distributed by a syndicate of underwriters led by TD Securities Inc., Cantor Fitzgerald & Co. and National Bank Financial Inc., and includes Cormark Securities Inc. and GMP Securities L.P.
Goodmans LLP is acting as Canadian legal counsel to KMG Entertainment LP, as sponsor, and the Corporation, Stikeman Elliott LLP is acting as Canadian legal counsel to the underwriters and Ellenoff Grossman & Schole LLP is acting as United States legal counsel for the Offering.
This press release is not an offer of securities for sale in the United States, and the securities may not be offered or sold in the United States absent registration or an exemption from registration. The securities have not been and will not be registered under the United States Securities Act of 1933.
Copies of the final prospectus filed with the Canadian securities regulatory authorities in connection with the Offering are available on SEDAR at www.sedar.com.
About Kew Media Group Inc.
Kew Media Group Inc. is a newly organized special purpose acquisition corporation incorporated under the laws of the Province of Ontario for the purpose of effecting a qualifying acquisition.
This press release may contain forward-looking information within the meaning of applicable securities legislation, which reflects the Corporation’s current expectations regarding future events. Forward-looking information is based on a number of assumptions and is subject to a number of risks and uncertainties, many of which are beyond the Corporation’s control, that could cause actual results and events to differ materially from those that are disclosed in or implied by such forward-looking information. Such risks and uncertainties include, but are not limited to, failure to complete all or any part of the over-allotment option and related transactions, and the factors discussed under the headings “Caution Regarding Forward-Looking Statements” and “Risk Factors” in the final prospectus of the Corporation dated June 3, 2016, a copy of which is available on the SEDAR website at www.sedar.com under the Corporation’s profile. The Corporation does not undertake any obligation to update such forward-looking information, whether as a result of new information,
future events or otherwise, except as expressly required by applicable law.
FOR FURTHER INFORMATION PLEASE CONTACT:
Kew Media Group Inc.
Steven Silver, 416-530-2583 ext. 1
Chief Executive Officer & Director
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