TORONTO, May 25 /PRNewswire-FirstCall/ -- Kaboose Inc. (TSX: KAB), one of the largest family-focused media companies in the world, today received approval from the Ontario Superior Court of Justice of its statutory plan of arrangement under section 182 of the Business Corporations Act (Ontario) (the "Arrangement"). The plan of arrangement was previously approved by the shareholders of Kaboose at a special meeting held on May 21, 2009.
Plan of Arrangement With the Court's approval of the Arrangement: - Kaboose will sell substantially all of its North American assets to Disney Online for approximately $23.3 million in cash (subject to a working capital adjustment) (the "North American Transaction"). It is expected that the North American Transaction will close on June 1, 2009, following the closing, on the same day, of the sale of Kaboose's UK subsidiary, Kaboose Acquisition (UK) Company, to Romeo Bidco Limited, an affiliate of Barclays Private Equity Limited, for a purchase price of (pnds stlg)54 million in cash less third-party debt outstanding at closing (expected to be approximately (pnds stlg)10 million) (the "UK Transaction"); and - Following the completion of a court-approved creditor claims process and liquidation, pursuant to which Kaboose expects to distribute approximately $0.65 in aggregate per common share to shareholders, Kaboose will be dissolved. The first distribution, following the completion of the creditor claims process, is expected to occur during the third quarter of 2009, depending on the nature of claims that are made during the creditor claims process. To the extent that, among other things: (i) transaction and wind-up costs; (ii) Kaboose's net cash position at closing of the UK Transaction and North American Transaction; (iii) the absence of unidentified claims; (iv) working capital of the North American business at the time of closing; or (v) foreign exchange rates, are different than assumptions made by management, shareholders may receive aggregate distributions amounting to less than $0.65 per common share. Accordingly, Kaboose can give no assurances as to the total amount or timing of distributions to shareholders. About Kaboose Inc.
Kaboose Inc. is a global media company fully dedicated to meeting the needs of moms and their families. Kaboose ranks as one of the world's top five family destinations and is a respected leader in the online parenting category in three of the largest English speaking countries - the United States, Canada and the United Kingdom. Kaboose provides parents with an extensive array of relevant information, resources, tools and community that support their efforts during the parenting life cycle. Kaboose's websites include its award winning flagship, Kaboose.com, which gives moms the tools they need to plan an active, healthy and rewarding family life; Bounty, the UK's favourite parenting club, providing information, support and products for young families; BabyZone.com, serving the needs of expectant and new moms; ParentZone.com, a family-focused local resource and event site; AmazingMoms.com, providing simple and easy solutions for birthday parties, family crafts and special occasions; and Funschool.com which promotes learning while helping kids have fun. Kaboose trades on the Toronto Stock Exchange under the symbol "KAB".
CAUTION REGARDING FORWARD-LOOKING STATEMENTS
This document may contain forward-looking statements or future-oriented financial information (together "forward-looking statements") relating to the UK Transaction, the North American Transaction, Kaboose's business, strategy, operations or to the environment in which it operates, which are based on the Kaboose's current expectations, operations, estimates, forecasts and projections. While Kaboose considers these expectations, estimates, forecasts and projections to be reasonable based on information currently available, they may prove to be incorrect. These statements are not guarantees of future performance and involve risks and uncertainties that are difficult to predict, and/or are beyond Kaboose's control. A number of important factors could cause actual outcomes and results to differ materially from those expressed in these forward-looking statements, including among other things, the availability and receipt of necessary approvals, the potential non-fulfillment of conditions precedent and the availability of termination rights under the transaction agreements relating to the UK Transaction or the North American Transaction, foreign currency exchange rates, interest rates and the nature and extent of Kaboose's liabilities. For other potential risk factors which may impact Kaboose, readers are directed to Kaboose's annual information form dated March 31, 2009 for the year ending December 31, 2008, which is available under Kaboose's profile at http://www.sedar.com/. Readers should not place any undue reliance on such forward-looking statements. Kaboose disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
Kaboose Inc.
CONTACT: Jonathan Pollack, Chief Financial Officer, TEL: (416) 593-3000,
FAX: (416) 593-4658
