98.7% of Votes Cast by Shareholders of Torstar Corporation Vote in Favour of Arrangement with NordStar Capital LP
TORONTO, July 21, 2020 /CNW/ - Torstar Corporation ("Torstar") (TSX: TS.B) today announced that, at its special meeting ("Meeting") of shareholders held today, shareholders of Torstar voted to approve the previously announced plan of arrangement involving NordStar Capital LP ( "NordStar") pursuant to Section 182 of the Business Corporations Act (Ontario) (the "Arrangement"). Pursuant to the Arrangement, NordStar will, among other things, acquire all of the issued and outstanding Class A shares and Class B non-voting shares of Torstar (the "Shares") at a price of $0.74 per Share.
The Arrangement required approval by the affirmative vote of: (i) at least two-thirds of the votes cast by holders of Class A shares and Class B non-voting shares (voting together as a single class); and (ii) a simple majority of the votes cast by the holders of the Class A shares and the holders of the Class B non-voting shares (each voting as a separate class and excluding Shares required to be excluded pursuant to applicable securities laws).
Of the votes cast at the Meeting with respect to the Arrangement, a total of 55,390,891 Shares were voted in favour of the Arrangement, representing approximately 98.7% of the votes cast on the special resolution approving the Arrangement. In addition, a total of 3,708,886 Class A shares and 36,911,584 Class B non-voting shares, representing approximately 99.7% of the votes cast by holders of Class A shares and 98.1% of the votes cast by holders of Class B non-voting shares, in each case excluding Shares required to be excluded pursuant to applicable securities laws, were voted in favour of the special resolution approving the Arrangement.
Torstar also announced that approximately 81.9% of votes cast by holders of Shares excluding Shares held by members of the Torstar Voting Trust and by Hamblin Watsa Investment Counsel Ltd., a wholly-owned subsidiary of Fairfax Financial Holdings Limited, were voted in favour of the special resolution approving the Arrangement.
Torstar's full report of voting results will be filed under Torstar's issuer profile at www.sedar.com.
Torstar intends to seek a final order of the Ontario Superior Court of Justice (Commercial List) (the "Court") to approve the Arrangement at a hearing expected to be held on July 23, 2020. Completion of the Arrangement remains subject to the satisfaction of certain closing conditions, including Court approval. Subject to the satisfaction or waiver of all of the conditions to the closing of the Arrangement, the Arrangement is expected to be completed on or about July 28, 2020.
Upon closing of the Arrangement, shareholders of Torstar will be entitled to receive $0.74 in cash for each Share held. Registered shareholders of Torstar can submit their share certificates along with a duly completed letter of transmittal in order to receive the cash consideration under the Arrangement. A letter of transmittal reflecting the original consideration of $0.63 per Share was previously mailed to all registered shareholders. An amended and restated letter of transmittal reflecting the amended consideration of $0.74 per Share has been filed under Torstar's issuer profile at www.sedar.com and is available on Torstar's website at www.torstar.com. Registered shareholders of Torstar who properly complete, duly execute and deliver either the original or the amended and restated letter of transmittal, along with their share certificates, will receive the cash consideration of $0.74 per Share pursuant to the Arrangement.
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.
Forward-looking statements
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 Court hearing for the final order; 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 required Court approval (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 Court approval 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
For Investor Relations inquiries, please contact: L. DeMarchi, Executive Vice-President and Chief Financial Officer, Torstar Corporation, (416) 814-2774; [email protected]; For Media inquiries, please contact: Bob Hepburn, Director, Communications, Torstar Corporation, (416) 869-4947; [email protected]
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