A majority of shareholders of Sportscene Group have approved the Boucherville, Quebec-based restaurant company’s going-private transaction. The previously announced deal, valued at about C$51.25 million, will see Sportscene privatized by President and CEO Jean Bédard and a consortium of Quebec investors led by Canadian private equity firm Champlain Financial Corp. It is expected to close on or about January 17.
Sportscene Group Inc. Announces Shareholders Approval of Going Private Transaction
MONTREAL, Jan. 12, 2022 /CNW/ – Sportscene Group Inc. (“Sportscene” or the “Corporation”) (TSXV: SPS.A) is pleased to announce that, at the special meeting of Sportscene shareholders held in a virtual online format earlier today, a significant majority of shareholders voted in favour of the special resolution approving the previously-announced proposed amalgamation (the “Amalgamation”) under the provisions of the Canada Business Corporations Act of the Corporation and two subsidiaries of 13401537 Canada Inc. (the “Purchaser”), pursuant to which Sportscene will be privatized by Jean Bédard, the President and Chief Executive Officer of Sportscene, and a consortium of Québec investors led by Champlain Financial Corporation (“Champlain”). The Amalgamation was previously announced on November 18, 2021.
The Amalgamation was approved by 99.63% of the votes cast by shareholders and by 99.53% of the votes cast by shareholders excluding the votes attached to the Class A shares held by Jean Bédard, Gestion Jean Bédard Inc., Marc Poulin and their related parties, whose votes are required to be excluded in determining minority approval pursuant to Regulation 61-101 respecting Protection of Minority Security Holders in Special Transactions.
“I would like to thank Sportscene shareholders for their continued support over the years and in relation to the proposed transaction” said Jean Bédard.
Assuming the satisfaction of all of the conditions to consummate the Amalgamation, the Amalgamation is expected to close on or about January 17, 2022. Pursuant to the Amalgamation, each shareholder, other than Jean Bédard and Gestion Jean Bédard Inc., a corporation controlled by Jean Bédard, will be entitled to receive one redeemable share of the amalgamated corporation for each Class A share of Sportscene held immediately prior to the Amalgamation, and each redeemable share will be immediately redeemed for $7.25 payable in cash as soon as practicable thereafter.
Applications will be filed to delist the Class A shares of Sportscene from the TSX Venture Exchange and to terminate Sportscene’s status as a reporting issuer under applicable Canadian provincial securities laws.
Further information regarding the Amalgamation is available under Sportscene’s profile on SEDAR at www.sedar.com.
Champlain is a Canadian private holding company that has been based in Montreal since 2004. It has over $800 million in assets under management through a portfolio of 22 companies located primarily in Québec and operating in the consumer goods, food processing, retail and distribution sectors. Its investment portfolio in Québec includes JLD Lague (John Deere), La Canadienne, Wong Wing, Boulangerie Dumas, Louis Garneau, Kanuk, Jardins de Ville, Maison Corbeil, Must Société, Les Épices Dion, Les Eaux Naya, Brault & Bouthillier, Beach Day Every Day, Transport Inter-Nord and Orthofab.