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Fluid Music Completes C$60,000,000 Private Placement

Fluid Music Completes C$60,000,000 Private Placement

articleMaximus Metals, Inc.May 10, 20105/company/metallica-metals-corp/news/fluid-music-completes-cdollar60000000-private-placement
Fluid Music Completes C$60,000,000 Private Placement

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[{"type":"text","content":"\n\n\n\n May 10, 2010 (Canada NewsWire Group) -- /NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES/\n\n Fluid Music Canada, Inc. (TSX:FMN) ("Fluid") announced today that it has completed its private placement of 37,500,000 subscription receipts at a price of C$1.60 per subscription receipt for gross proceeds of C$60 million (the "Offering"). The Offering was made in connection with Fluid's previously announced acquisition of all of the issued and outstanding shares and debt of Mood Media Group SA ("Mood Media") in consideration for EUR 160 million (approximately US$206 million) (the "Mood Media Acquisition").\nThe Offering was led by BMO Capital Markets and was undertaken to satisfy a portion of the purchase price for the Mood Media Acquisition which is expected to be completed on or before June 4, 2010.\nEach subscription receipt will entitle the holder thereof to acquire one common share of Fluid without payment of additional consideration upon satisfaction of certain release conditions, including, receipt of all required approvals and consents and the satisfaction of all conditions precedent of the Mood Media Acquisition, other than payment of the purchase price thereof (the "Release Conditions"). The gross proceeds of the Offering will be held in escrow and released to Fluid to complete the Mood Media Acquisition following the satisfaction of the Release Conditions. In the event that the Release Conditions are not satisfied on or before 5:00 p.m. (EST) on the date that is 60 days following the date hereof or the Mood Media Acquisition is abandoned or terminated prior thereto, holders of subscription receipts shall be entitled to receive, in exchange for such holders' subscription receipts, an amount equal to the aggregate purchase price paid for their subscription receipts, together with such holder's pro rata share of earned interest thereon.\nThe balance of the purchase price for the Mood Media Acquisition will be satisfied from cash on hand, a new senior credit facility from a Canadian chartered bank and new mezzanine financing.\n\nAbout Fluid Music Canada, Inc.\n\nFluid is a leading private label music aggregation and distribution company, providing music solutions to both business and individual consumers. Fluid has compiled a mus...

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