BBTV Holdings Receives Final Order Approving Plan of Arrangement

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BBTV Holdings Inc. (TSX: BBTV) is going private in a transaction approved by the Supreme Court of British Columbia. The company's founder and CEO, Shahrzad Rafati, along with director Hamed Shahbazi, will acquire all outstanding shares at a price of $0.375 per share. All stock options, restricted share units, and performance share units will be cancelled, with holders receiving a cash payment. The company will also acquire all outstanding convertible debentures at a price of $100 per $1,000 principal amount of debentures.

VANCOUVER, BC, Dec. 14, 2023 /PRNewswire/ - BBTV Holdings Inc. (TSX: BBTV) ("BBTV" or the "Company") is pleased to announce that, on December 14, 2023, the Supreme Court of British Columbia issued a final order approving the previously announced going-private transaction by way of a statutory plan of arrangement (the "Arrangement") under section 192 of the Canada Business Corporations Act.

Under the Arrangement, 15384150 Canada Inc. (the "Purchaser"), which is a corporation owned by Shahrzad Rafati ("SR"), the founder, Chief Executive Officer and a director of the Company, and Hamed Shahbazi ("HS"), a director of the Company (together, the "SPV Participants"), will acquire all of the issued and outstanding subordinate voting shares of the Company (the "Subordinate Voting Shares") at a price of $0.375 per Subordinate Voting Share (the "SVS Consideration"), with the exception of Subordinate Voting Shares held by the SPV Participants and certain shareholders who have agreed with the Purchaser to retain their Subordinate Voting Shares in the Company (the "Rolling Shareholders"). In addition, and pursuant to the Arrangement, all stock options, restricted share units and performance share units of the Company outstanding (collectively, the "Incentive Securities"), will be cancelled and the holders of in-the-money Incentive Securities will be entitled to receive a cash payment equal to the SVS Consideration for each Incentive Security held, less an amount equal to any exercise price of the Incentive Security. All unvested or out-of-the-money Incentive Securities will be cancelled for no consideration. Pursuant to the Arrangement, the Purchaser will also acquire all of the issued and outstanding publicly traded unsecured convertible debentures of the Company due June 15, 2026 (the "Debentures") that are listed on the Toronto Stock Exchange (the "TSX") at a price of $100 per $1,000 principal amount of debentures (the "Debenture Consideration"). All accrued and unpaid interest owing on the Convertible Debentures will be forgiven, settled and extinguished for no consideration. Interest from the last payment date of December 31, 2022 to the redemption date of the Convertible Debentures (the closing date of the Arrangement), will not be paid and the Convertible Debentures will continue to trade on an interest flat basis until halted by the TSX in connection with the closing of the Arrangement. Following the acquisition, the Company and the Purchaser will amalgamate to form an amalgamated company with the same name as BBTV.

The Arrangement remains subject to final approval of the TSX, and certain other customary closing conditions. Assuming that all conditions to closing of the Arrangement are satisfied or waived, the Arrangement is expected to close in or about the next 10 days, and it is expected that the Subordinate Voting Shares will be halted from trading on the TSX and OTCQX and the Debentures halted from trading on the TSX. Following completion of the Arrangement, the Subordinate Voting Shares and Debentures will be de-listed from the TSX, the Subordinate Voting Shares will cease to be quoted on the OTCQX, and an application will be made for the Company to cease to be a reporting issuer in the applicable jurisdictions.

Information regarding the procedure for the exchange of Subordinate Voting Shares for the SVS Consideration and Debentures for the Debenture Consideration is set out in the management information circular of BBTV dated October 30, 2023, a copy of which can be found under BBTV's profile on SEDAR+ at www.sedarplus.ca.

For more information, see the Company's news releases dated October 17, 2023, October 19, 2023, November 22, 2023, and November 30, 2023, copies of which can be found under BBTV's profile on SEDAR+ at www.sedarplus.ca.

About BBTV
BBTV is a global media and technology company headquartered in Vancouver, Canada. The Company's mission is to help content creators become more successful. With creators ranging from individuals to global media brands, BBTV provides comprehensive, end-to-end Solutions to increase viewership and drive revenue powered by its innovative technology, while allowing creators to focus on their core competency – content creation. In December 2022, BBTV had the fourth most unique monthly viewers among digital platforms with more than 600 million globally, who consumed more than 35 billion minutes of video content [1]. (www.bbtv.com)

[1] Calculations and classifications made by BBTV based on data from Comscore's "Top 12 Countries = December 2022 comScore Video Metrix Media Trend – Multi-Platform – Top 100 Video Properties Report"; Top 12 countries represent ~50% of world's digital population.

Links to SEDAR filings, conference call recordings and press releases are available on the investor website at: https://investors.bbtv.com/

For further information please contact:
Media Relations: pr@bbtv.com
Investor Relations: ir@bbtv.com

BBTV-C

Notice Regarding Forward Looking Statements

This news release includes certain statements that constitute "forward-looking statements", and "forward-looking information" within the meaning of applicable securities laws (collectively, "forward-looking statements"). These include statements regarding the Company's intent or the beliefs or current expectations of the officers and directors of the Company. When used in this news release, words such as "anticipated", "expected", "future", "opportunity", "ongoing", "potential", "proposed", "vision" and similar expressions are intended to identify these forward-looking statements as well as phrases or statements that certain actions, events or results "could", "may", "should", "will", "would" or the negative connotation of such terms. As well, forward-looking statements may relate to future outlook and anticipated events, such as the completion of the Arrangement, the anticipated date the Subordinate Voting Shares and Debentures will be delisted from the TSX and the Subordinate Voting Shares from the OTCQX, and the application for BBTV to cease to be a reporting issuer. These forward-looking statements involve numerous risks and uncertainties, as such risk factors are detailed from time to time in the Company's public disclosure documents which are available on SEDAR+ at www.sedarplus.ca. Forward-looking statements are based on information available at the time those statements are made and/or management's good faith belief as of that time with respect to future events and are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in or suggested by the forward-looking statements. Forward-looking statements speak only as of the date those statements are made. Except as required by applicable law, the Company assumes no obligation to update or to publicly announce the results of any change to any forward-looking statement contained or incorporated by reference herein to reflect actual results, future events or developments, changes in assumptions or changes in other factors affecting the forward-looking statements. If BBTV updates any one or more forward-looking statements, no inference should be drawn that the Company will make additional updates with respect to those or other forward-looking statements. All forward-looking statements contained in this news release are expressly qualified in their entirety by this cautionary statement.

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SOURCE BBTV Holdings Inc.

FAQ

What is happening with BBTV Holdings Inc. (BBTV)?

BBTV is going private in a transaction approved by the Supreme Court of British Columbia.

Who is acquiring the outstanding shares of BBTV?

The company's founder and CEO, Shahrzad Rafati, along with director Hamed Shahbazi, will acquire all outstanding shares.

At what price will the outstanding shares be acquired?

The outstanding shares will be acquired at a price of $0.375 per share.

What will happen to stock options, restricted share units, and performance share units?

All stock options, restricted share units, and performance share units will be cancelled, with holders receiving a cash payment.

What is the price at which the company will acquire outstanding convertible debentures?

The company will acquire all outstanding convertible debentures at a price of $100 per $1,000 principal amount of debentures.