May 2, 2018 / 8:12 PM / 5 months ago

BRIEF-Stingray Acquires Newfoundland Capital Corp Limited

May 2 (Reuters) - Stingray Digital Group Inc:

* STINGRAY ACQUIRES NEWFOUNDLAND CAPITAL CORPORATION LIMITED, ONE OF CANADA’S LEADING RADIO BROADCASTERS

* STINGRAY DIGITAL GROUP INC - $506 MILLION TRANSACTION MARKS STINGRAY'S ENTRY INTO BROADCAST RADIO MARKET

* STINGRAY DIGITAL GROUP INC - DEAL FINANCING INCLUDES $450 MILLION NEW CREDIT FACILITIES AND $180 MILLION OF EQUITY

* STINGRAY DIGITAL GROUP INC - WILL ACQUIRE ALL OF CLASS A SUBORDINATE VOTING SHARES AND CLASS B COMMON SHARES OF NCC FOR $14.75 PER SHARE

* STINGRAY DIGITAL GROUP - TRANSACTION INCLUDES ASSUMPTION OF A NET DEBT OF APPROXIMATELY $112 MILLION AS AT DECEMBER 31, 2017

* STINGRAY DIGITAL GROUP - EXPECTS DEAL TO BE MORE THAN 30% ACCRETIVE TO STINGRAY'S ADJUSTED NET INCOME PER SHARE WITHIN FIRST FULL FISCAL YEAR OF OPERATIONS

* STINGRAY DIGITAL GROUP INC - DEAL VALUE OF ABOUT $506 MILLION INCLUDES ASSUMPTION OF NET DEBT OF ABOUT $112 MILLION AS AT DECEMBER 31, 2017

* STINGRAY DIGITAL - FOR EACH NCC SHARE, SHAREHOLDERS TO GET BETWEEN $13.17 TO $13.28 IN CASH WITH REST OF PRICE TO BE PAID IN SUBORDINATE VOTING SHARES

* STINGRAY DIGITAL GROUP INC - DIRECTORS & SENIOR OFFICERS OF NCC AGREED TO VOTE ALL OF NCC SHARES IN FAVOUR OF DEAL

* STINGRAY DIGITAL - MEMBERS OF STEELE FAMILY, REPRESENTING ABOUT 87% OF SHARES OF NCC, ENTERED IRREVOCABLE VOTING SUPPORT AGREEMENTS IN FAVOUR OF DEAL

* STINGRAY DIGITAL GROUP INC - AGREEMENT BETWEEN STINGRAY AND NCC PROVIDES FOR A NON-SOLICITATION COVENANT ON PART OF NCC

* STINGRAY DIGITAL - STEELE FAMILY MEMBERS ENTERED 5-YEAR LOCKUP AGREEMENT IN FAVOUR OF ERIC BOYKO FOR STINGRAY SHARES TO BE GOT BY THEM AS CONSIDERATION IN DEAL

* STINGRAY DIGITAL GROUP INC - UPON DEAL CLOSING, ROB STEELE WILL STEP DOWN AS PRESIDENT AND CHIEF EXECUTIVE OFFICER OF NCC

* STINGRAY DIGITAL GROUP INC - A REVERSE TERMINATION FEE OF $12 MILLION WOULD BE PAYABLE BY STINGRAY TO NCC UNDER CERTAIN CIRCUMSTANCES Source text for Eikon: Further company coverage:

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