SOURCE: Wow Unlimited Media Inc.
December 16, 2016 09:59 ET
VANCOUVER, BC--(Marketwired - December 16, 2016) - Wow Unlimited Media Inc. (formerly Rainmaker Entertainment Inc.) ("WOW" or the "Company") (TSX VENTURE: RNK.A) (TSX VENTURE: RNK.B) today announced that it has closed its previously announced merger with Broadway Frederator Networks, Inc. and Frederator Allied Media, Inc. as well as the acquisition of Ezrin Hirsh Entertainment Inc. (collectively, the "Transaction"). The Transaction, and all related matters, were overwhelmingly approved by the Company's shareholders and debenture holders at meetings held on December 12, 2016.
In conjunction with the closing of the Transaction, the Company also received approval for and completed the following corporate matters:
Business Combination Overview
The business combinations, concurrent financing, and debt restructuring, have created a well-capitalized North-American pure-play kids and youth entertainment company poised to capitalize on favourable industry trends. The combination of Frederator and Rainmaker partners the world's #1 digital animation network with a fully integrated animation studio. The combined business will focus on leveraging Frederator's established audience and creator base as well as Rainmaker's production capabilities to develop, create and distribute animation and children's content across multiple distribution platforms including video-on-demand, mobile platforms and linear channels. The Company believes that it will be well positioned to become an invaluable partner for platform owners and operators across the world, who are seeking to serve the ever-growing children and youth market.
Michael Hirsh, Chairman and CEO, commented, "Wow, what a great way for the Company to begin its new life with deals with Amazon, AT&T, The Chernin Group, Corus Entertainment, Nelvana, Netflix, Nickelodeon, Sony, The Weinstein Company, Viacom, and YouTube. Wow Unlimited Media is now one of the largest publicly traded independent kids and youth entertainment companies in the world."
As a condition precedent to the closing of the Transaction, the Company completed the previously announced redemption and conversion of 100% of its outstanding 8% convertible debentures by paying a cash redemption of $1.74 million and issuing an aggregate of 6,642,507 post-consolidation common voting shares and common voting shares. As a result, all of the outstanding principal and accrued interest in respect of the debentures has been satisfied and the debentures will be delisted from trading on the TSX Venture Exchange.
The Company is also pleased to announce that in conjunction with its private placement of subscription receipts that closed November 16, 2016, the subscription receipts have been converted into 6,111,200 common shares and the gross proceeds of $11,000,160 have been released from escrow. The Company intends to use the net proceeds of the offering for growth initiatives, including potential future acquisitions, as well as general working capital purposes. As partial payment of the commission payable in connection with the private placement, upon closing of subscription receipt financing, the Company issued an additional 78,769 subscription receipts to Cormark Securities Inc. that were converted into an equal number of common voting shares and issued a further 91,588 common voting shares upon conversion of the of the subscription receipts.
Election of Directors
In conjunction with the closing of the transactions, the shareholders of the Company elected a new board of directors to serve until the next annual general meeting. As previously announced, the new board of directors includes: (i) Michael Hirsh (ii) Bob Ezrin (iii) Fred Seibert (iv) Craig Graham (v) Kirstine Stewart and (vi) Marc Bertrand. In addition, the board of directors has determined to appoint one additional director. The Company's former Audit Committee Chairman Steve Hendry will be appointed as a director to serve until the next annual general meeting.
The Company expects that its common shares and variable voting shares will resume trading on the TSX Venture Exchange at market open on Monday, December 19, 2016. The Company's common shares will trade under the ticker RNK.A and the variable voting shares will trade under the ticker RNK.B. For details regarding the difference between the Company's common shares and common voting shares, please see the Company's management information circular dated November 14, 2016 which is available on SEDAR at www.sedar.com. Both RNK.A and RNK.B shares may be purchased by anyone. As a result of the special rights and restrictions on the common voting shares and variable voting shares, shareholders may be contacted by their intermediary or the transfer agent to confirm their status as a Canadian or a non-Canadian, otherwise, conversion of shares is automatic and no action by shareholders is required.
Upon the completion of the consolidation and the reorganization, the shares of the Company will be trading on a post 10:1 consolidated basis. Following the Transaction, subscription receipt conversion, and debenture refinancing the Company will have 15,782,880 common voting shares outstanding, 6,619,523 variable voting shares outstanding and 3,178,174 common non-voting shares outstanding for an aggregate combined number of 25,581,577 shares issued and outstanding.
About Wow Unlimited Media Inc. (Formerly, Rainmaker Entertainment Inc.)
Wow Unlimited Media Inc. (TSX VENTURE: RNK.A) (TSX VENTURE: RNK.B) is the Canadian parent company of Frederator Networks and Ezrin Hirsh Entertainment and operates Rainmaker Studios. The Company has offices in Burbank, CA, New York, NY, Vancouver BC, and Toronto ON.
Rainmaker Studios is a multi-faceted animation studio and one of Canada's largest producers of CG animation. Originally established as Mainframe Entertainment, the company produced the first-ever CG animation series, ReBoot, and over the course of its 15+ years of innovative history, Rainmaker Studios has continued to break new ground in animation. In addition to projects Rainmaker, has produced with partners and clients including Mattel, The Weinstein Company, Hasbro, Lionsgate and Sony, Rainmaker Studios also develops proprietary projects. In Fall 2013, the company announced its plans to develop a new version of its iconic CG-animated ReBoot.
Frederator Networks, founded by serial media entrepreneur and former Hanna-Barbera president Fred Seibert in 1998 as a unique incubator for big animation ideas by producing original cartoons, manages the Channel Frederator Network. Channel Frederator Network is the world's largest animation-only multi-channel network on YouTube; has a joint venture (with Ánima Estudios, Mexico) in Átomo Networks, the world's first Hispanic animation multi-channel network; and programs online channels such as Channel Frederator and Cartoon Hangover. The channels feature the hit series Bravest Warriors created by Pendleton Ward, Natasha Allegri's Bee and PuppyCat, (second most funded animation on Kickstarter), the factual series 107 Facts, as well as many new shorts from the world's future animation superstars. Frederator also operates Frederator Studios, producing cartoons for television, movies and the internet More than 250 short films have resulted in 16 hit series, including Butch Hartman's The Fairly OddParents on Nickelodeon and Pendleton Ward's Adventure Time on Cartoon Network.
Ezrin Hirsh Entertainment is a developer of global entertainment and media properties. The company was founded by Michael Hirsh and Bob Ezrin, award-winning producers and entrepreneurs. Subsequent partners include seasoned media executives Neil Chakravarti and Christian Davin. The Ezrin Hirsh Entertainment team is united by a common vision to develop the next-generation global kids and youth entertainment company based out of Canada.
Certain information set forth in this press release contains "forward-looking statements", and "forward-looking information" under applicable securities laws. These statements relate to future events or future performance and include, but are not limited to, (i) the proposed use of proceeds from the offering, and (ii) future acquisitions. The words "may", "would", "could", "will", "intend", "plan", "anticipate", "believe", "estimate", "expect", and similar expressions are often used to identify forward-looking statements. Since forward-looking statements address future events and conditions, by their very nature, they involve inherent risks and uncertainties, both general and specific. In evaluating these statements, readers should specifically consider risks which may cause actual results to differ materially from any forward-looking statement. The forward-looking statements contained herein are based upon certain assumptions considered reasonable at the time they were prepared. Such assumptions include, but are not limited to, assumptions regarding: (i) general economic conditions, (ii) the Company's future business prospects and opportunities, (iii) the Company's ability to complete any or all of its proposed production work, and (iv) the Company's deployment of its current capital. Should one or more of the risks or uncertainties identified herein materialize, or should the assumptions underlying the forward-looking statements prove to be incorrect, then actual results may vary materially from those described herein. In respect of the Company's business generally, readers should also refer to Forward-looking Statements in the Management Discussion & Analysis for the third quarter of 2016. Readers are cautioned not to place undue reliance on forward-looking statements. Except as required by applicable securities laws, the Company does not assume any obligation to update the forward-looking statements contained herein.
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 or accuracy of this press release.