TORONTO , July 11, 2020 /CNW/ - Torstar Corporation ("Torstar") (TS-B.TO) today announced that it has entered into an amendment (the "Amendment") to the arrangement agreement dated May 26, 2020 (the "NordStar Agreement") between Torstar and NordStar Capital LP ("NordStar"), pursuant to which NordStar has agreed to acquire all of the issued and outstanding Class A shares and Class B non-voting shares of Torstar (the "Shares") by way of a statutory plan of arrangement at an increased price of $0 .74 per Share. The amended purchase price constitutes an increase of 17.5% from the $0.63 per Share payable under the original NordStar Agreement.
The amendment to the NordStar Agreement results from discussions with NordStar following Torstar's receipt of an unsolicited offer from a private investor group, pursuant to which such group proposed to acquire all of the issued and outstanding Shares for a combination of $0.72 per Share in cash and the issuance of one non-transferable contingent value right per Share, with payments (if any) on such right being based on proceeds of dispositions of, and distributions from, select Torstar non-core assets in certain circumstances following issuance.
As previously disclosed, the private investor group offer was conditional on, among other things, the entering into of voting support agreements by the trustees of the Torstar Voting Trust and Hamblin Watsa Investment Counsel Ltd. ("HWIC"), a wholly-owned subsidiary of Fairfax Financial Holdings Limited ("Fairfax Financial"). The trustees of the Torstar Voting Trust and HWIC have advised the Torstar board of directors (the "Board") of their intent not to support such unsolicited offer and, conditional upon execution of the Amendment, to enter into new voting support agreements with NordStar (as described below). The Board determined in good faith, after consultation with its financial and outside legal advisors, that (1) the unsolicited offer from the private investor group would not be able to constitute a "Superior Proposal" under the NordStar Agreement, as amended by the Amendment, as such offer would not be reasonably capable of being completed without undue delay relative to the NordStar transaction, and (2) the NordStar Agreement, as amended by the Amendment, is in the best interest of the company and to recommend that Torstar shareholders vote in favour of the NordStar transaction, as amended, at the special meeting of Torstar shareholders scheduled for July 21, 2020 (the "Special Meeting").
"We appreciate the support that the Torstar Voting Trust, the Board of Directors and HWIC have placed in us," said Jordan Bitove , CEO of NordStar. "The Toronto Star is a very important pillar of this country, and we intend to do the best we can to ensure this Canadian institution thrives for another hundred years."
Voting Support Agreements
In connection with the amendment to the NordStar Agreement, the trustees of the Torstar Voting Trust (in respect of approximately 93.2% of the shares subject to such trust) have entered into a new hard lock up voting support agreement pursuant to which they have re-committed to vote in favour of the NordStar transaction at the Special Meeting.
In addition, HWIC has entered into a new hard lock up voting support agreement with NordStar and re-confirmed its agreement to vote all of the Class B non-voting shares owned or controlled by Fairfax Financial in favour of the NordStar transaction at the Special Meeting. Fairfax Financial currently owns and controls, directly and in the investment portfolios of its insurance subsidiaries, 28,876,337 Class B non-voting shares, representing 40.3% of the outstanding Class B non-voting shares.
The 8,264,022 Class A shares and 41,272,161 Class B non-voting shares subject to such voting support agreements represent approximately 84.3% and 57.6% of the Class A shares and Class B non-voting shares, respectively, and an aggregate of approximately 60.8% of the total number of issued and outstanding Class A shares and Class B non-voting shares. In the event the NordStar Agreement is terminated in accordance with its terms as a result of the Board's acceptance of a superior proposal, obligations under the new voting support agreements continue and do not terminate.
Further details regarding the terms of the transaction are set out in the NordStar Agreement, which is (and in the case of the Amendment, will be) publicly filed by Torstar under its profile at www.sedar.com. Additional information regarding the transaction is also provided in the information circular delivered to Shareholders in connection with the Special Meeting.
There is no change to the Special Meeting date or record date, and no further action is required by Torstar shareholders who have already voted if there is no change to your vote. Shareholders who have questions regarding the NordStar transaction or require assistance with voting may contact Torstar's transfer agent as provided for in the circular.
About Torstar Corporation
Torstar Corporation is a broadly-based media company listed on the Toronto Stock Exchange (TS.B). Its businesses include the Toronto Star, Canada's largest daily newspaper, six regional daily newspapers in Ontario including The Hamilton Spectator, and more than 70 weekly community newspapers in Ontario ; flyer distribution services: and digital properties including thestar.com (with local editions in Toronto , Vancouver , Calgary , Edmonton , Winnipeg , Ottawa and Halifax ), wheels.ca, toronto.com, save.ca, a number of regional online sites and eyeReturn Marketing. It also holds a majority interest in VerticalScope, a North American vertically-focused digital media company.
Certain statements in this press release and in Torstar's oral and written public communications may constitute forward-looking statements that reflect management's expectations regarding Torstar's future growth, financial performance and business prospects and opportunities, including in respect of the proposed transaction, as of the date of this press release. Generally, these forward-looking statements can be identified by the use of forward-looking terminology such as "anticipate", "believe", "plan", "forecast", "expect", "estimate", "predict", "intend", "would", "could", "if", "may" and similar expressions.
This press release includes, among others, forward-looking statements regarding Torstar's expectations regarding: the anticipated timing for the Special Meeting to approve the transaction; and the anticipated timing for closing the transaction. All such statements are made pursuant to the "safe harbour" provisions of applicable Canadian securities legislation. These statements reflect current expectations of management regarding future events and operating performance, and speak only as of the date of this press release. In addition, forward-looking statements are provided for the purpose of providing information about management's current expectations and plans relating to the future. Readers are cautioned that reliance on such information may not be appropriate for other purposes.
By their very nature, forward-looking statements require management to make assumptions and are subject to inherent risks and uncertainties. There is a significant risk that predictions, forecasts, conclusions or projections will not prove to be accurate, that management's assumptions may not be accurate and that actual results, performance or achievements may differ significantly from such predictions, forecasts, conclusions or projections expressed or implied by such forward-looking statements. We caution readers not to place undue reliance on the forward-looking statements in this press release as a number of factors could cause actual future results, conditions, actions or events to differ materially from the targets, outlooks, expectations, goals, estimates or intentions expressed in the forward-looking statements.
These factors include, but are not limited to: general global economic, market and business conditions; governmental and regulatory requirements and actions by governmental authorities; relationships with employees, customers, business partners and competitors; and diversion of management time on the transaction. There are also risks that are inherent in the nature of the transaction, including failure to satisfy the conditions to the completion of the transaction and failure to obtain any required regulatory and other approvals (or to do so in a timely manner). The anticipated timeline for completion of the transaction may change for a number of reasons, including the inability to secure necessary regulatory, court or other approvals in the time assumed or the need for additional time to satisfy the conditions to the completion of the transaction. As a result of the foregoing, readers should not place undue reliance on the forward-looking information contained in this news release concerning the timing of the transaction.
Torstar cautions that the foregoing list is not exhaustive of all possible factors, as other factors could adversely affect our results.
When relying on our forward-looking statements to make decisions with respect to Torstar and its securities, investors and others should carefully consider the foregoing factors and other uncertainties and potential events. Torstar does not intend, and disclaims any obligation, to update any forward-looking statements, whether written or oral, or whether as a result of new information or otherwise, except as may be required by law.
Torstar's news releases are available on the Internet at www.torstar.com.
SOURCE Torstar Corporation
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