|By Marketwired .||
|June 3, 2014 12:37 PM EDT||
WASHINGTON, DC -- (Marketwired) -- 06/03/14 -- Cricket Media (the "Company") (TSX VENTURE: CKT) intends to seek the approval of shareholders at its annual and special meeting of shareholders to be held on Tuesday, June 24, 2014 (the "Meeting") to consolidate its issued and outstanding voting common shares (the "Voting Common Shares") and its issued and outstanding restricted voting common shares (the "Restricted Voting Common Shares" and, collectively with the Voting Common Shares, the "Common Shares"), each on the basis of a ratio within the range of one (1) post-consolidation share for up to twenty-five (25) outstanding pre-consolidation shares, with the final consolidation ratio to be determined by the board of directors in its sole discretion (the "Share Consolidation"). If the Share Consolidation is approved at the Meeting and the board of directors determines to implement the Share Consolidation, the Voting Common Shares will be consolidated into a lesser number of Voting Common Shares and the Restricted Voting Common Shares will be consolidated into a lesser number of Restricted Voting Common Shares. The board of directors will have the authority to determine whether the Share Consolidation is implemented and, if so, to determine the consolidation ratio.
The Company believes that the current number of outstanding Common Shares is inconsistent with the size, assets and capital structure of the Company. The Company is proposing the Share Consolidation in order to, among other things, position its stock price so as to appeal to a broader range of global investors and with a view to reducing transaction costs for the Company and its investors. For additional details regarding the Share Consolidation, please see the Company's management information circular dated May 23, 2014 prepared in connection with the Meeting which is available for review under ePals Corporation's SEDAR profile.
The Company currently has 120,967,142 Voting Common Shares and 269,986,693 Restricted Voting Common Shares issued and outstanding. If the Share Consolidation is approved at the Meeting and if the board of directors determines that the maximum consolidation ratio of 25:1 is appropriate, the Company will have approximately 4,838,685 Voting Common Shares and approximately 10,799,467 Restricted Voting Common Shares outstanding following the Share Consolidation. Approval of the Share Consolidation by shareholders does not necessarily mean that the Share Consolidation will occur. The board of directors of the Company will have the ability to implement the Share Consolidation at its discretion as well as the ability to determine the consolidation ratio within the approved range.
At the Meeting, the Company will also be seeking the approval of shareholders to change its name to "Cricket Media Group Ltd.". If approved by shareholders, the Company intends to change its name regardless of whether the Share Consolidation is approved or implemented. The Company's ticker symbol will not change in connection with either the Share Consolidation or the change of name.
The proposed Share Consolidation is subject to shareholder approval and to TSX Venture Exchange acceptance.
About Cricket Media
Cricket Media (TSX VENTURE: CKT) is an education media company that provides award-winning content on a safe and secure learning network for children, families and teachers across the world. Cricket Media's 14 popular media brands for toddlers to teens include Babybug, Ladybug, Cricket® and Cobblestone® with multiple language editions and apps in English, Spanish and Chinese. The Company's innovative web-based K12 tools for school and home include the ePals community and virtual classroom for global collaboration as well as In2Books®, a Common Core eMentoring program that builds reading, writing and critical thinking skills. Cricket Media serves approximately one million classrooms and millions of teachers, students and parents in over 200 countries and territories through its platform and NeuPals, its joint venture with China's leading IT services company Neusoft. Cricket Media also licenses its content and platform to top publishing and educational companies worldwide. For more information, please visit www.Cricketmag.com, www.ePals.com and www.In2Books.com.
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 release.
Forward Looking Statements
This news release contains statements that may constitute "forward-looking statements" within the meaning of applicable Canadian securities legislation. These forward-looking statements include, among others, statements regarding the completion of the Share Consolidation, the expected effects of the Share Consolidation and the change to the Company's name. Readers are cautioned not to place undue reliance on such forward-looking statements. Forward-looking statements are based on current expectations, estimates and assumptions that involve a number of risks, which could cause actual results to vary and in some instances to differ materially from those anticipated by the Company and described in the forward-looking statements contained in this press release. No assurance can be given that any of the events anticipated by the forward-looking statements will transpire or occur or, if any of them do so, what benefits the Company will derive therefrom. The forward-looking statements contained in this news release are made as at the date of this news release and the Company does not undertake any obligation to update publicly or to revise any of the forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required by applicable securities laws.