M8 Entertainment Inc. ("M8" or the "Corporation"), a leading Canadian film entertainment company engaged in the production, financing and worldwide licensing of theatrical feature films, reported today that Mediamaster Limited (the "Purchaser"), a wholly owned subsidiary of Cyber On-Air Group Company Limited of Hong Kong ("COA"), has entered into an agreement as of 14 October, 2004 (the ''COA Acquisition Agreement''), pursuant to which the Purchaser conditionally agreed to acquire 1,315,333 class A multiple voting shares, 79,414,501 class B subordinate voting shares and 130,891,920 class C preferred shares of the Corporation, together representing approximately 51.0% of the total voting rights attached to the issued share capital of the Corporation, from Music Box Entertainment Limited ("Music Box") for a total cash consideration of US$11,626,203 (equivalent to approximately CAD$14,592,047), which represents approximately US$0.0549 (equivalent to approximately CAD$0.069) per class A multiple voting share, class B subordinate voting share and class C preferred share of the Corporation to be acquired (the "COA Acquisition"). The COA Acquisition is subject to, among other things, the approval of the disinterested shareholders of COA at an extraordinary general meeting to be scheduled to take place on or before December 31st, 2004. The COA Acquisition constitutes an exempt take- over bid under Canadian securities legislation. Shareholders and potential investors of the Corporation should note that completion of the COA Acquisition, which is subject to a number of conditions precedent, which may or may not take place and are advised to exercise prudence when trading in the shares of the Corporation. For further details about the COA Acquisition, we refer you to COA's announcement posted on the website of the Growth Enterprise Market of The Stock Exchange of Hong Kong Limited at www.hkgem.com .
Concurrent with the execution of the COA Acquisition Agreement, Mark Damon, the Chairman, President and Chief Executive Officer of the Corporation, has entered into an agreement with Music Box (the ''Music Box Acquisition Agreement''), pursuant to which Music Box conditionally agreed to acquire 1,315,333 class A multiple voting shares and 79,414,501 class B subordinate voting shares of the Corporation (together representing approximately 21.1% of the total voting rights attached to the issued share capital of the Corporation) from the Mark and Margaret Damon Trust for an aggregate consideration of US$4,435,184 (equivalent to approximately CAD$5,566,599), which represents approximately US$0.0549 (equivalent to approximately CAD$0.069) per class A multiple voting share and class B subordinate voting share of the Corporation to be acquired, respectively (the "Music Box Acquisition"). The Music Box Acquisition is subject, among other things, to the concurrent completion of the COA Acquisition failing which Music Box will still have the right, in its entire discretion, to complete the Music Box Acquisition. The Music Box Acquisition also constitutes an exempt take-over bid under Canadian securities legislation.
The consideration to be paid by Music Box to Mr. Damon for each of his class A multiple voting share and class B subordinate voting share of the Corporation under the Music Box Acquisition is equivalent to the consideration to be paid by the Purchaser for each Music Box's class A multiple voting share, class B subordinate voting share and class C preferred share of the Corporation under the COA Acquisition Agreement described above.
Music Box does not currently own any class A multiple voting shares or any class B subordinate voting shares of the Corporation. In order for Music Box to satisfy its obligation under the COA Acquisition Agreement, Music Box will assign in favor of COA, immediately prior to closing, its right to acquire from Mr. Damon the 1,315,333 class A multiple voting shares and 79,414,501 class B subordinate voting shares of the Corporation pursuant to the Music Box Acquisition Agreement.
Mr. Damon will cease to be the Chairman, President and Chief Executive Officer of the Corporation, with effect from 14th October, 2004. Mr. Damon is retaining his rights pursuant to his employment agreement in the event the Music Box Acquisition is not completed.
The Corporation does not expect any substantial impact on its business and operations following the COA Acquisition and the Damon Acquisition.
COA does not have any specific plans for the Corporation at this stage. Upon completion of the COA Acquisition, COA will review the operations of the Corporation before deciding the future plan for the Corporation.
Currently, Music Box, Mr. Damon and the public hold 59.4%, 21.8% and 18.8%, respectively, of the total voting rights attached to the issued share capital of the Corporation. Immediately following the completion of the COA Acquisition and the Damon Acquisition, COA, Music Box, Mr. Damon and the public will control respectively 51.0%, 29.5%, 0.7% and 18.8%, of the total voting rights attached to the issued share capital of the Corporation. COA and Music Box may decide to acquire additional shares of the Corporation in the future, but have currently no specific intention to do so at this time. Class A multiple voting shares and class B subordinate voting shares of the Corporation are traded on the Toronto Stock Exchange under the trading symbols MEE.A and MEE.B, respectively. Class C preferred shares of the Corporation are convertible into class B subordinate voting shares of the Corporation equally, on a share-for-share basis. The Corporation and its subsidiaries are principally engaged in the acquisition, financing, production and worldwide licensing of theatrical feature films in a variety of genres. Its theatrical releases include the critically acclaimed drama Monster, which stars Charlize Theron and Christina Ricci and was selected as "The Best Film of 2003" by nationally syndicated U.S. film critic Roger Ebert. Following Monster's success, the Corporation is nearing completion on two exciting films. Running Scared is a big budget action/drama by acclaimed director Wayne Kramer (The Cooler) and starring Paul Walker (The Fast and the Furious). Lovewrecked is a charming teen comedy starring Amanda Bynes (What A Girl Wants) and directed by Randal Klesier (Grease and Honey I Blew Up the Kid). |
