Stingray prices IPO to raise $140 mln, company valued at $296 mln

Canadian business-to-business music provider and media company Stingray Digital Group Inc has priced its previously announced initial public offering (IPO) to raise total gross proceeds of at least $140 million. The Montréal-based company said the IPO values it at a non-diluted market capitalization of about $296 million. As part of the transaction, Canadian private equity firm Novacap and Canadian technology investor Telesystem, which have backed Stingray since 2007, will sell shares, giving them combined gross proceeds of $57 million. At the IPO’s close, scheduled for June 3, Novacap, Telesystem and other investors will sell additional shares that will generate a gross of $18.35 million.

PRESS RELEASE

Stingray Digital Group Inc. Announces Pricing of Initial Public Offering

Montreal, May 26, 2015 – Stingray Digital Group Inc. (“Stingray”) today announced that it has entered into an underwriting agreement for the initial public offering (the “Offering”) of an aggregate of 22,400,000 subordinate voting shares and variable subordinate voting shares of Stingray (collectively, the “Offered Shares”) at a price of $6.25 per share, for total gross proceeds of $140 million.

The Offering consists of a treasury offering of 13,287,100 Offered Shares by Stingray for total gross proceeds of approximately $83 million and a secondary offering of an aggregate of 9,112,900 Offered Shares by certain Novacap technologies funds and Télésystème Ltée (collectively, the “Selling Shareholders”) for total gross proceeds of approximately $57 million to the Selling Shareholders.

Based on the initial public offering price, Stingray’s non-diluted market capitalization will be approximately $296 million.

Contemporaneously with the closing of the Offering, the Selling Shareholders and other shareholders of Stingray will also sell an aggregate of 2,936,000 multiple voting shares of Stingray at a price of $6.25 per share for total gross proceeds of $18.35 million, on a private placement basis.

The Offering is being made through a syndicate of underwriters co-led by National Bank Financial Inc., GMP Securities L.P. and BMO Capital Markets, and comprised of CIBC World Markets Inc., TD Securities Inc. and RBC Dominion Securities Inc. (collectively, the “Underwriters”).

Stingray has granted to the Underwriters an over-allotment option to purchase up to an additional 3,360,000 Offered Shares from Stingray at a price of $6.25 per share, for additional gross proceeds of $21 million if the option is exercised in full. The over-allotment option can be exercised for a period of 30 days from the closing date.

The closing of the Offering is scheduled for June 3, 2015 and is subject to customary closing conditions. A copy of Stingray’s final prospectus will be available on SEDAR at www.sedar.com.

No securities regulatory authority has either approved or disapproved the contents of this news release. This news release does not constitute an offer to sell or a solicitation of an offer to buy any securities of Stingray Digital Group Inc. in any jurisdiction in which such offer, solicitation or sale would be unlawful. These securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “1933 Act”), or any state securities laws and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons except in compliance with the registration requirements of the 1933 Act and applicable state securities laws or pursuant to an exemption therefrom.

About Stingray
Stingray is a leading business-to-business multi-platform music and in-store media solutions provider operating on a global scale, reaching an estimated 110 million Pay-TV subscribers (or households) in 111 countries. Geared towards individuals and businesses alike, Stingray’s products include the following leading digital music and video services: Stingray Music, Stingray Concerts, Stingray Music Videos, Stingray Lite TV, Stingray Ambiance and Stingray Karaoke. Stingray also offers various business solutions, including music and digital display-based solutions through its Stingray Business division. Owned by Télésystème, Novacap and Boyko Investments Corporation, Stingray is headquartered in Montreal and currently has over 235 employees across the world, including in Miami, London, Amsterdam and Tel Aviv. Stingray was recognized in 2013 and 2014 as a finalist in the Top 50 of Deloitte’s Technology Fast 50TM list, and figures amongst PROFIT magazine’s fastest-growing Canadian companies. For more information, please visit www.stingray.com.

For more information, please contact:
Mathieu Péloquin
Senior Vice-President, Marketing and Communications
Stingray Digital Group Inc.
514-664-1244, ext. 2362
mpeloquin@stingray.com
OR
Christine Boivin
cohn&wolfe
Édifice Sun Life | Sun Life Building
1155, rue Metcalfe | bureau / suite 825 | Montréal, Québec | H3B 0C1
514 845-7035| christine.boivin@cohnwolfe.ca

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