Jean Bédar and a consortium of Québec investors led by Champlain Financial Corporation, including Fondaction, Société Financière Bourgie Inc. and others entered into a combination agreement to acquire remaining 79.98% Sportscene Group Inc. (TSXV:SPS.A) for CAD 49.7 million on November 18, 2021.The deal includes all of the issued and outstanding Class A shares of Sportscene, except for 1,715,288 Shares held, directly or indirectly, by Jean Bédard, the President and Chief Executive Officer of Sportscene, for a cash consideration of CAD 7.25 per share. Under the agreement, the purchasers have arranged for an amount of CAD 50 million to be deposited in trust with the TSX Trust Company, as escrow agent, in order to guarantee its obligation under the Combination Agreement. Such amount will be held in trust and released once the conditions to which the transaction is subject under the combination agreement have been met. Under the terms of the transaction, Sportscene will therefore become a private corporation for a total consideration of approximately CAD 51.25 million, excluding the value of certain shares and the options of Sportscene held by Jean Bédard and his affiliated entity, and the shares will cease to be listed on the TSX Venture Exchange. A termination fee of CAD 2 million may be payable to the purchaser by Sportscene in certain circumstances, including in the event that Sportscene supports a superior proposal.

Completion of the transaction is subject to certain closing conditions, including the approval of the TSX Venture Exchange, approval by at least two-thirds of the votes attached to the shares held by the shareholders of the Sportscene voting at the meeting as well as the approval by a simple majority of the votes attached to the shares held by the disinterested shareholders voting at the meeting and the absence of any material adverse change affecting Sportscene. Mr. St–Germain and his affiliates will vote as disinterested shareholders at the Meeting. Sportscene intends to hold a special meeting of shareholders on January 12, 2022. If all conditions are met, the closing of the transaction is expected to take place in the week following the meeting. As on January 12, 2022, a significant majority of shareholders of Sportscene approved the transaction. The board of directors of Sportscene formed a special committee composed of independent directors to examine and review the proposed transaction. Assuming the satisfaction of all of the conditions to consummate the amalgamation, the amalgamation is expected to close on or about January 17, 2022.

Sébastien Bellefleur of Fasken Martineau DuMoulin LLP is acting as legal counsel to Sportscene. Mario Charpentier, Gilles Seguin, Jean-Christophe Imbeau, Mireille Fontaine, Vincent Garibaldi, Anne-Frédérique Bourret, Eleonora Eusepi, Caroline Emond, Kevin Vincelette, Stefania Fratianni and Mehrez Houacine of BCF Business Law LLP acted as legal advisors to the offerors. PricewaterhouseCoopers LLP acted as financial advisor and provided fairness opinion and Stikeman Elliott LLP acted as legal counsel to the special committee of Sportscene. TSX Trust Company acted as the depository to Sportscene.