Bell Globemedia acquires CHUM

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CHUM Limited

September 2006
On July 12, 2006, Bell Globemedia announced an offer to acquire all of the issued and outstanding common shares and non-voting Class B shares of CHUM at a cash price of $52.50 per common share and C$47.25 per non-voting Class B share. The offer established a $1.7 billion enterprise value for CHUM.

Bell Globemedia and CHUM entered into a support agreement under which CHUM agreed to support the offer and CHUM's controlling shareholders, The Estate of Allan Waters and various related entities, entered into a lock-up agreement with Bell Globemedia under which they agreed to tender their shares to the offer, which represented approximately 88.6% of the outstanding common shares and approximately 13.2% of the outstanding non-voting Class B shares.

The offer expired on September 12, 2006. Bell Globemedia now owns more than 99% of the outstanding common shares and more than 98% of the issued and outstanding non-voting Class B shares. Bell Globemedia is acquiring the remaining common shares pursuant to a compulsory acquisition and intends to acquire the remaining non-voting Class B shares pursuant to a subsequent acquisition transaction.

All common shares acquired under the offer were placed in the hands of an independent trustee pursuant to a voting trust agreement approved by the CRTC. Pursuant to this voting trust agreement, such common shares will be voted by the trustee and control of CHUM will reside with the trustee pending consideration by the CRTC of Bell Globemedia's application for approval of its acquisition of control of CHUM. The Competition Bureau's review of the proposed acquisition, which has not been completed, will continue while the voting trust arrangements are in effect.

CHUM's legal team was led by Denise Cooper, Vice President, Business & Legal Affairs, General Counsel and Secretary and Andrew Heitelman and Christina Litz, Directors, Business & Legal Affairs. Both CHUM and its controlling shareholders were represented by a team from Fasken Martineau DuMoulin LLP, including Jon Levin, Roxanne McCormick, Sean Stevens, Aaron Atkinson, Janice Javier, Krisztian Toth, Dan Rankin and Karoline Kralka (corporate); Doug New and Huy Do (competition); Neil Smiley and Dan Law (real estate), Alan Schwartz and Mitchell Thaw (tax); Barbara Miller (communications), Peggy McCallum (pensions) and Katherine Pollock (employment).