Yellow Pages Group completes $760 million acquisition of Classified Media

On June 8, 2006, Yellow Pages Group completed its acquisition of all issued and outstanding shares of Classified Media (Canada) Holdings Inc. from Trader Classified Media International Holdings B.V. for a total purchase price of $760 million paid in cash. Classified Media (Canada) Holdings Inc. is a leading publisher of classified publications and related web sites in all Canadian provinces except Ontario and is also present to a limited extent in the United States in Tennessee, Indiana and Kentucky.

Concurrent with the signing of the share purchase agreement, Yellow Pages Income Fund and YPG Holdings Inc. filed a short-form base shelf prospectus with respect to the sale of units, subscription receipts, debt securities and medium-term notes in an aggregate amount not to exceed $1.5 billion. Net proceeds resulting from the issue of securities will be used to repay indebtedness and for general corporate purposes, including in connection with acquisitions and investments. The team of dealers consists of BMO Nesbitt Burns Inc., CIBC World Markets Inc., HSBC Securities (Canada) Inc., National Bank Financial Inc., RBC Dominion Securities Inc., Scotia Capital Inc. and TD Securities Inc., and also includes Blackmont Capital Inc., Canaccord Capital Corporation, Casgrain & Company Limited, Desjardins Securities Inc., Dundee Securities Corporation, Genuity Capital Markets G.P., UBS Securities Canada Inc. and Westwind Partners Inc.

New syndicated credit facilities totalling $600 million were also made available to YPG Holdings Inc. in connection with the acquisition. The lead arranger and sole book runner was Scotia Capital and the co-arrangers were BMO Nesbitt Burns, RBC Capital Markets, CIBC World Markets and National Bank Financial. Royal Bank of Canada acted as administrative agent, The Bank of Nova Scotia, Bank of Montreal and Canadian Imperial Bank of Commerce acted as co-syndication agents and National Bank of Canada and TD Securities acted as co-documentation agents.

The dealers and the banking syndicate were represented by Fasken Martineau with a team that included Robert Paré, Peter Villani, Gilles Leclerc, Daniel Yelin, Catherine Isabelle and Valérie Marchand (student-at-law) (corporate/securities), Brian Wright and Thomas Meagher (banking) and Thomas Copeland (tax).