Glacier And GVIC Announce Definitive Agreement Whereby Glacier Will Acquire All Class B Common Voting Shares and Class C Non-Voting Shares of GVIC Not Already Owned

VANCOUVER, British Columbia, Jan. 25, 2021 (GLOBE NEWSWIRE) -- Glacier Media Inc. (TSX: GVC) (“Glacier”) and GVIC Communications Corp. (TSX: GCT) (“GVIC”) today announced that they have entered into a definitive arrangement agreement (the “Agreement”) under which Glacier will acquire all of the Class B common voting shares and Class C non-voting shares of GVIC not currently held by Glacier and its subsidiary, or by a wholly-owned limited partnership of GVIC (the “Arrangement”), subject to GVIC shareholder approval and other customary closing conditions. Glacier currently owns 37.9% of the Class B common voting shares and 97.7% of the Class C non-voting shares of GVIC, excluding shares held by the wholly-owned limited partnership of GVIC.

Under the terms of the Agreement, each Class B common voting share (“GVIC B Share”) and Class C non-voting share (“GVIC C Share” and, together with the GVIC B Share, the “GVIC Shares”) of GVIC will be exchanged for 0.8 of common shares of Glacier (“Glacier Shares”). The exchange ratio represents a premium to the price of the GVIC Shares prior to the announcement of the Arrangement. Upon completion of the Arrangement, the shareholders of GVIC, excluding Glacier and its subsidiary, will hold approximately 7,750,000 Glacier Shares, or 5.7% of the Glacier Shares outstanding after giving effect to the proposed transaction.

BENEFITS AND CONSIDERATIONS FOR GVIC SHAREHOLDERS

The transaction offers the following benefits to GVIC shareholders

• Provides a premium to the GVIC share price, based on both the market price and valuation price of GVIC Shares and Glacier Shares;
• Eliminates the current dual public company structure, which is expected to:
  • Provide a simpler structure for public investors which should allow for easier investor relations efforts to increase investor demand; and
  • Reduce operating costs;
• Increases liquidity for GVIC shareholders;
• Resolves the inter-company loans that are owed by GVIC to Glacier; and
• Provides holders of Class C non-voting shares the ability to become holders of voting common shares in Glacier.

BENEFITS AND CONSIDERATIONS FOR GLACIER SHAREHOLDERS