Kaboose Inc. Completes $140M Acquisition, $115M Bought Deal and $11M Credit Facility

On November 29, 2007, Kaboose Inc. (TSX:KAB), the largest independent family-focused online media company in North America, completed an approximate $140 million acquisition of Bounty Group Limited, a leading marketing platform in the United Kingdom for new and expectant mothers. The acquisition was partially financed by way of a $115 million “bought deal” common share offering and a $11 million secured credit facility provided by the Royal Bank of Canada.

The common shares were sold on a bought deal basis to a syndicate of underwriters co-led by GMP Securities L.P. and RBC Capital Markets, which also included Cormark Securities Inc., Dundee Securities Corporation, Canaccord Adams, Genuity Capital Markets, Jennings Capital Inc., Merrill Lynch Canada Inc. and National Bank Financial Inc.

Kaboose was represented by Stikeman Elliott LLP with a team in Canada that included Brian Pukier, Jeffrey Elliott, Yousef Rehman (corporate/securities), Lewis Smith, Abas Kanu, Mairi MacGillivray and Anne Weintrop (banking) and in the United Kingdom by Jeffrey Keey, Jonathan Deverill and Gavin Neale. Kaboose was represented in the United States by Leslie Weiss, Etahn Cohen, Kathryn Erickson and Andrew Abrams of Sugar Friedberg & Felsenthal LLP.

Bounty was represented by Burges Salmon LLP in the United Kingdom with a team that included Richard Spink, Camilla Usher-Clark, Jonathan White and Emma Bishop, and in Canada by Filomena Frisina and Iain Robb of Gowling Lafleur Henderson LLP.

The underwriters were represented by Cassels Brock & Blackwell LLP with a team that included Tom Koutoulakis, Brad Chapman and Alexander Pizale (corporate/securities), Chris Norton (tax) and Bruce Bell (banking).

Royal Bank of Canada was represented by Nicole Sigouin (banking), Andrew Welsh (banking), Geoff Gilbert (banking), Alyssa Achong Low (banking) and Ciprian Gligor (banking) of Ogilvy Renault LLP in connection with the secured credit facility.