GVIC Announces Sale of 45% interest in ERIS and STP Businesses - Seite 2

Due to the financial impact of the pandemic, the Company requested and received temporary covenant relief and worked with its banking syndicate to implement the financial restructuring and capital raising plan in order to reach agreement on the bank facility amendment terms in a timely basis.  As a result of the transaction, the banking facility has been amended, concurrently, to provide the Company with additional ongoing borrowing capacity. 

Under applicable securities legislation and as a result of Madison's 42% shareholding in Glacier Media Inc. ("Glacier Media"), which owns 38% of the Company’s voting shares and 98% of the Company’s non-voting shares, Madison is considered “a related party” of GVIC for the purpose of this transaction.  A Special Committee of the board of directors of the Company, comprised of the director independent from Madison and Glacier Media, was formed to review the transaction and determine whether the terms of the transaction are reasonable in the circumstances.  The Special Committee retained Blake, Cassels and Graydon LLP as independent legal counsel and engaged Marckenz Group Capital Partners ("Marckenz") as financial advisor to evaluate and advise on the financial position of the Company and to provide fairness advice with respect to the transaction.  The Special Committee received a fairness opinion from Marckenz advising that the consideration to be received by the Company pursuant to the transaction is fair from a financial point of view to both the Company and the Company's shareholders.

The Company and Special Committee considered a variety of financial restructuring options but deemed the sale of the partial interest of ERIS and STP to be the most favourable in the market conditions caused by the pandemic.  The Special Committee concluded that there were no viable alternatives available on commercially reasonable terms in the time required that would be more likely to improve the financial situation of the Company as compared to the transaction. The Special Committee determined that the transaction was reasonable for the Company in the circumstances and recommended that the Company proceed with the transaction.