Stingray Announces $40 Million Bought Deal Financing

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NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES AND NOT FOR DISSEMINATION IN THE UNITED STATES

Montreal, October 3, 2017 —Stingray Digital Group Inc. (TSX: RAY.A; RAY.B) ("Stingray" or the “Company”), a leading business-to-business multiplatform music services provider operating on a global scale, is pleased to announce that it has entered into an agreement with a syndicate of underwriters co-led by National Bank Financial Inc. and GMP Securities L.P. (together , the "Underwriters"),  pursuant to which the Underwriters have agreed to purchase on a bought deal basis 4,348,000 subordinate voting shares of the Company (the "Shares") at a price of $9.20 per Share for gross proceeds of $40 million (the "Offering"). The Shares will be offered in all provinces and territories of Canada pursuant to a short form prospectus to be filed by Stingray, as well as in the United States under applicable registration statement exemptions and such other jurisdictions as may be agreed to by Stingray on a private placement basis.

The Company has granted the Underwriters an over-allotment option to purchase up to that number of additional Shares equal to 15% of the Shares purchased pursuant to the Offering, exercisable in whole or in part at any time up to 30 days after and including the closing date of the Offering.

The Company intends to use the net proceeds of the Offering for working capital and general corporate purposes, including to provide further flexibility for future acquisitions.

“Stingray’s current success is due to an acquisition strategy that has grown our activities to 156 countries and our reach to 400 million households,” said Eric Boyko, President, Cofounder, and  Chief Executive Officer of Stingray. “Since the Company’s creation in 2007, we have completed 33 acquisitions valued at $240 million. Today’s  announcement is in line with our stated objective of accelerating this already aggressive acquisition strategy and expanding our content catalogue, thus enabling us to, amongst others, strengthen our enviable position in the SVOD market with a current reach of 140,000 subscribers. We are proving once again our commitment to quality content as a key driver of success.”

The Offering is expected to close on or about October 24, 2017, and is subject to the receipt of all necessary regulatory approvals, including, but not limited to, the approval of the Toronto Stock Exchange and subject to certain other conditions.

This news release does not constitute an offer to sell or a solicitation of an offer to buy any securities in the United States. The Shares have not been and will not be registered under the United States Securities Act of 1933, as amended, or any state securities laws and may not be offered or sold in the United States or to a U.S. person absent registration or an applicable exemption from such registration requirements.

About Stingray

Stingray (TSX: RAY.A; RAY.B) is a leading business-to-business multi-platform music and in-store media solutions provider operating on a global scale, reaching an estimated 400 million pay TV subscribers (or households) in 156 countries. Geared towards individuals and businesses alike, Stingray’s products include the following leading digital music and video services: Stingray Music, Stingray Concerts, Stingray iConcerts, Stingray Brava, Stingray DJAZZ, Stingray Music Videos, Stingray Lite TV, Stingray Ambiance 4K, Stingray Karaoke, NatureVision TV, Yokee Music, Festival 4K, Stingray Loud, Stingray Juicebox, Stingray Vibe, Stingray Retro, and Classica. Stingray also offers various business solutions, including music and digital display-based solutions, through its Stingray Business division. Stingray is headquartered in Montreal and currently has close to 350 employees worldwide, including in the United States, the United Kingdom, the Netherlands, France, Israel, Australia, South Korea, and Singapore. Stingray was recognized in 2013 and 2014 as a finalist in the Top 50 of Deloitte’s Technology Fast 50TM list, and figures amongst PROFIT magazine’s fastest-growing Canadian companies. In 2016, Stingray was awarded best IR for an IPO at the IR Magazine Awards – Canada. For more information, please visit www.stingray.com.

Forward-Looking Information

This news release may contain “forward-looking information” within the meaning of applicable Canadian securities legislation. Such forward-looking information includes information with respect to Stingray’s goals, beliefs, plans, expectations, anticipations, estimates and intentions. Forward-looking information is identified by the use of terms and phrases such as “may”, “would”, “should”, “could”, “expect”, “intend”, “estimate”, “anticipate”, “plan”, “foresee”, “believe”, and “continue”, or the negative of these terms and similar terminology, including references to assumptions. Please note, however, that not all forward-looking information contains these terms and phrases. Forward-looking information is based upon a number of assumptions and is subject to a number of risks and uncertainties, many of which are beyond Stingray’s control. These risks and uncertainties could cause actual results to differ materially from those that are disclosed in or implied by such forward-looking information. These risks and uncertainties include, but are not limited to, the risk factors identified in Stingray’s Annual Information Form (AIF) dated June 8, 2017, which is available on SEDAR at www.sedar.com. Consequently, all of the forward-looking information contained herein is qualified by the foregoing cautionary statements, and there can be no guarantee that the results or developments that Stingray anticipates will be realized or, even if substantially realized, that they will have the expected consequences or effects on Stingray’s business, financial condition or results of operation. Unless otherwise noted or the context otherwise indicates, the forward-looking information contained herein is provided as of the date hereof, and Stingray does not undertake to update or amend such forward-looking information whether as a result of new information, future events or otherwise, except as may be required by applicable law.

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