Big Stick Media Corporation
TSX VENTURE : BSM

Big Stick Media Corporation

May 20, 2010 09:00 ET

Big Stick Media Corporation Announces Significant Shareholders Propose to Take It Private

VANCOUVER, BRITISH COLUMBIA--(Marketwire - May 20, 2010) -

Big Stick Media Corporation (TSX VENTURE:BSM) ("BSM" or the "Company") announced today that ten (10) of its shareholders (the "Buying Group"), holding an aggregate of 9,980,441 of BSM's common shares, representing approximately 41.60% of all of BSM's issued and outstanding shares (the "Common Shares"), have entered into an agreement with BSM to acquire all of the outstanding Common Shares not held directly, or indirectly, by the Buying Group at a price of $0.10 cash per Common Share.

The acquisition price of $0.10 per Common Share represents a 54% premium over the volume weighted average trading price of the Common Shares on the TSX Venture Exchange for the twenty (20) trading days ended on May 19, 2010, the last trading date prior to the announcement of the proposed going private transaction. The acquisition price also represents a 47% premium over the mid-point of the valuation range established by the independent valuator retained by the Special Committee of the Board of Directors of BSM.

On March 26, 2010, the Board of Directors of BSM established a Special Committee comprised of its independent directors, namely Messrs. Cam DiGiorgio and Jonathan Moss, to consider the proposed going-private transaction. On April 12, 2010 the Special Committee formally engaged RSM Richter Inc. (the "Valuator") to prepare a formal valuation of the Common Shares and to provide a fairness opinion with respect to the proposed going-private transaction. The Valuator established a valuation range of $0.060 to $0.076 per Common Share. The Special Committee and the Board of Directors have received an opinion from the Valuator that the acquisition price of $0.10 per Common Share is fair, from a financial point of view, to those BSM shareholders that are not among the Buying Group. Copies of the formal valuation and the fairness opinion of the Valuator will be included in the management information circular that will be sent to BSM shareholders in connection with the annual and special meeting to consider the proposed going private transaction.

The Special Committee has unanimously recommended that BSM's Board of Directors approve the proposed going-private transaction and that the Board recommend that shareholders vote in favor of the proposed going-private transaction. The Board of Directors of BSM has unanimously approved, and recommends that shareholders vote in favor of, the proposed going-private transaction. The transaction is expected to close in July, 2010.

The going-private transaction will be effected by way of an amalgamation between BSM and a newly-created corporation which is wholly-owned by the Buying Group. For the amalgamation to proceed, the special resolution authorizing the amalgamation must be approved by at least two-thirds of the votes cast by BSM shareholders at the shareholders' meeting called to consider the proposed transaction. In addition, the amalgamation must also be approved by a majority of the votes cast at the shareholders' meeting by those BSM shareholders that are not among the Buying Group. It is anticipated that the shareholders' meeting will be held in early July, 2010. Full details of the going-private transaction will be contained in a management information circular to be mailed to BSM's shareholders. Completion of the going private transaction is also subject to regulatory approval.

Members of the Buying Group (with their respective corresponding controlling shareholders in parentheses) are BMX Entertainment S.A. (Karen Molnar), Suplitodo S.A. (Pedro Mesen), CVR Investments Ltd. (Jonathan Salazar), SGR Investments Ltd. (Rattia Ouares), Townson Holdings Ltd. (Marianelle Zeledon Segura), Quality Investments S.A. (Karen Molnar), Distribuidora Gravot S.A. (Andres M. Sanchez), Corporation Guiya S.A. (Ramses Owens), Clarence Gary Austin and Keen Sing Enterprises (Robert Montgomery).

As at the date hereof BSM has 23,992,020 issued and outstanding common shares.

About Big Stick Media Corporation

Additional information about BSM is available under the company's profile at www.sedar.com.

Cautionary Statement

This press release may contain certain forward-looking statements with respect to the Company. These forward-looking statements, by their nature, involve risks and uncertainties that could cause actual results to differ materially from those contemplated. We consider the assumptions on which these forward-looking statements are based to be reasonable, but caution the reader that these assumptions regarding future events, many of which are beyond our control, may ultimately prove to be incorrect. There can be no assurance that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. Important factors that could cause actual results to differ materially from Big Stick Media Corporation's expectations are various risks detailed from time to time in the filings made by Big Stick Media Corporation with securities regulations.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy and accuracy of this release.

Contact Information

  • Big Stick Media Corporation
    Christopher S. Kape
    Chief Executive Officer
    (604) 630-6550 ext. 111
    chris@bigstickmedia.com