Toronto – Kaboose Inc., one of the largest family-focused media companies in the world, today received approval from the Ontario Superior Court of Justice of its statutory plan of arrangement under section 182 of the Business Corporations Act (Ontario) (the “Arrangement”). The plan of arrangement was previously approved by the shareholders of Kaboose at a special meeting held on May 21, 2009.
With the Court’s approval of the Arrangement:
– Kaboose will sell substantially all of its North American assets to Disney Online for approximately $23.3 million in cash (subject to a working capital adjustment) (the “North American Transaction”). It is expected that the North American Transaction will close on June 1 2009, following the closing, on the same day, of the sale of Kaboose’s UK subsidiary, Kaboose Acquisition (UK) Company, to Romeo Bidco Limited, an affiliate of Barclays Private Equity Limited, for a purchase price of £54 million in cash less third-party debt outstanding at closing (expected to be approximately £10 million) (the “UK Transaction”); and
– Following the completion of a court-approved creditor claims process and liquidation, pursuant to which Kaboose expects to distribute approximately $0.65 in aggregate per common share to shareholders, Kaboose will be dissolved. The first distribution, following the completion of the creditor claims process, is expected to occur during the third quarter of 2009, depending on the nature of claims that are made during the creditor claims process. To the extent that, among other things:
(i) transaction and wind-up costs;
(ii) Kaboose’s net cash position at closing of the UK Transaction and North American Transaction; (iii) the absence of unidentified claims;
(iv) working capital of the North American business at the time of closing; or
(v) foreign exchange rates, are different than assumptions made by management, shareholders may receive aggregate distributions amounting to less than $0.65 per common share. Accordingly, Kaboose can give no assurances as to the total amount or timing of distributions to shareholders.