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 C$52.50 per common share and C$47.25 per non-voting Class B share. The offer established a C$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 lockup agreement with Bell Globemedia, under which they agreed to tender their shares to the offer, which represented approximately 88.6 percent of the outstanding common shares and approximately 13.2 percent of the outstanding non-voting Class B shares.
More than 99 percent of the outstanding common shares and more than 98 percent of the outstanding non-voting Class B shares were tendered to the offer, which expired on September 12, 2006. Bell Globemedia has since acquired the remaining common shares pursuant to a compulsory acquisition and the remaining non-voting Class B shares pursuant to an amalgamation of CHUM with a wholly-owned subsidiary of Bell Globemedia.
All common shares acquired by Bell Globemedia have been 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.