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| Bell Globemedia Announces Take-Up of CHUM Limited Shares |
| Posted
on Thursday, August 31, 2006 - 04:35 PM |
Bell Globemedia Inc. ("BGM") and Chum Limited ("CHUM") announced today that BGM has been successful in its offer (the "Offer") to acquire CHUM Limited.
Approximately 6.7 million common shares of CHUM (the "Common Shares"), representing more than 99% of the issued and outstanding Common Shares, have been tendered to the Offer. In addition, approximately 19.2 million non-voting Class B shares of CHUM (the "Class B Shares") have been tendered to the Offer, and notices of guaranteed delivery for tenders of approximately 750,000 Class B Shares have been received, representing in total more than 93% of the issued and outstanding Class B Shares.
BGM has now declared the Offer to be wholly unconditional, and intends to instruct the depositary for the Offer, Computershare Investor Services Inc., to take up all of the shares deposited to the Offer. Payment to depositing CHUM shareholders will be made by the depositary as soon as practicable.
BGM has extended the Offer to allow any remaining CHUM shareholders an additional opportunity to deposit their shares to the Offer. The Offer, as extended, will now expire at 5:00 p.m. (Toronto time) on September 12, 2006.
A sufficient number of shares of each class has been tendered to the Offer to permit BGM to exercise its right to acquire the remaining shares of each class pursuant to a compulsory acquisition under the Business Corporations Act (Ontario), which BGM intends to complete as soon as practicable after the expiry of the extended Offer.
Upon the completion of any such compulsory acquisition, BGM intends to de-list the Common Shares and the Class B Shares from the Toronto Stock Exchange.
Pursuant to the Offer, which was mailed to Shareholders on July 26, 2006, Bell Globemedia Acquisition Corporation is offering to purchase all of the outstanding Common Shares for $52.50 cash per Common Share and any and all of the outstanding Class B Shares for $47.25 cash per Class B Share. Following completion of the previously announced reorganization of the ownership of BGM, Bell Globemedia Acquisition Corporation has become an indirect wholly owned subsidiary of BGM.
As previously announced, all Common Shares taken up under the Offer will be placed in the hands of an independent trustee pursuant to a voting trust agreement approved by the Canadian Radio-television and Telecommunications Commission ("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 BGM's application for approval of its acquisition of control of CHUM. In accordance with the support agreement entered into by BGM and CHUM on July 12, 2006 (the "Support Agreement"), CHUM is cooperating with BGM to effect the appointment of the trustee to CHUM's board of directors.
The statutory waiting period under the Competition Act (Canada) expired at midnight on August 29, 2006. The Competition Bureau's review of the proposed acquisition, which has not been completed, will continue while the voting trust arrangements are in effect.
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