LONGUEUIL, QC, Sept. 28 /CNW Telbec/ - SECTION ROUGE MEDIA INC. (TSX-V: SRO) ("Section Rouge Media") announced today that it has signed a letter of intent dated September 14, 2007, which supercedes and replaces a letter of intent dated June 14, 2007, with Evolutra Corporation / Corporation Evolutra ("Evolutra Corporation") for the acquisition (the "Acquisition") by Section Rouge Media of 100% of the issued and outstanding shares of Evolutra Corporation.
The letter of intent dated September 14, 2007, is similar to the letter of intent dated June 14, 2007, the terms of which were described in the press release issued by Section Rouge Media on July 12, 2007, but different in certain material respects including the following:
a) the closing date of the Acquisition has been changed to November 30, 2007; b) the consideration payable by Section Rouge Media upon the completion of the Acquisition has been changed to $18,317,000.00 in cash and 44,862,643 shares of Section Rouge Media following the consolidation by Section Rouge Media of its common shares on a ten-to-one basis. The shares will have an estimated value of $1.017. The estimated total value of the consideration is $63,942,308.00. The value of the shares of Section Rouge Media forming part of the consideration will be evaluated by an independent evaluator; and c) the Acquisition is now conditional upon Evolutra acquiring four or more technology companies prior to the completion of the Acquisition.
The common shares of Section Rouge Media listed on the TSX Venture Exchange Inc. will continue to be the subject of a cease trading order until the closing of the Acquisition and the approval of the TSX Venture Exchange Inc.
The Acquisition and the transactions contemplated herein (collectively, the "Transactions") are subject to the approval of the TSX Venture Exchange Inc. and also to the approval of the shareholders of Section Rouge Media and Evolutra Corporation.
Certain information included in this press release may be forward-looking and involve risks and uncertainties. The results or events predicted in these statements may differ materially from actual results or events. Factors that might cause a difference include, but are not limited to, competitive developments, risks associated with Section Rouge Media's growth, the state of the financial markets, regulatory risks and other factors. Unless otherwise required by applicable securities laws, Section Rouge Media disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. More detailed information about potential factors that could affect Section Rouge Media's financial and business results is included in public documents Section Rouge Media files from time to time with Canadian securities regulatory authorities.
Completion of the Transactions is subject to a number of conditions, including Exchange acceptance and disinterested Shareholder approval. The Transactions cannot close until the required Shareholder approval is obtained. There can be no assurance that the Transactions will be completed as proposed or at all. Investors are cautioned that, except as disclosed in the Management Information Circular to be prepared in connection with the Transactions, any information released or received with respect to the Transactions may not be accurate or complete and should not be relied upon. Trading in securities of Section Rouge Media should be considered highly speculative.
The TSX Venture Exchange has in no way passed upon the merits of the
proposed Transactions and has neither approved nor disapproved the
contents of this press release.
The TSX Venture Exchange does not accept responsibility for the adequacy
or accuracy of this release.
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