OUTFRONT Media to Divest its Canadian Business to Bell Media

OUTFRONT Media Logo. (PRNewsFoto/OUTFRONT Media Inc.)

NEW YORK and TORONTO, Oct. 23, 2023 /CNW/ -- OUTFRONT Media Inc. (NYSE: OUT) and Bell Media announced today that they have entered into an agreement to sell the Canadian business of OUTFRONT Media to Bell Media, a wholly-owned subsidiary of BCE (TSX, NYSE: BCE). The purchase price is C$410 million in cash, subject to certain adjustments and a holdback. The transaction is expected to close in 2024, subject to regulatory approval and other closing conditions.

As of December 31, 2022, OUTFRONT Media's Canadian business operated 9,325 total displays in the country and generated revenues of U.S. $91.9 million during that year.

Jeremy Male, Chairman and Chief Executive Officer of OUTFRONT Media, said: "The sale of our Canadian business highlights the value of our assets and will provide us with additional financial flexibility as we focus on our U.S. assets. While we will miss our Canadian colleagues, we know the business we have built together will be in excellent hands with Bell Media."

Stewart Johnston, Senior Vice-President, Sales and Sports of Bell Media, said: "The out of home category continues to grow in importance as a mass reach advertising vehicle, while digital formats allow for greater targeting capabilities. OUTFRONT's diverse array of Canadian assets reinforces Astral's dedication to delivering impactful, multi-channel marketing solutions, while accelerating Bell Media's digital strategy. The synergy between OUTFRONT's established expertise and our commitment to driving innovation will provide clients with tremendous opportunities on a true coast-to-coast footprint."

Solomon Partners, L.P. is acting as financial advisor to OUTFRONT Media Inc. and Cravath, Swaine & Moore LLP and Davies, Ward, Phillips & Vineberg LLP, are serving as legal advisors. National Bank Financial Inc. is acting as financial advisor to Bell Media and Blake, Cassels & Graydon LLP is acting as legal advisor.

About OUTFRONT Media Inc.
OUTFRONT leverages the power of technology, location, and creativity to connect brands with consumers outside of their homes through one of the largest and most diverse sets of billboard, transit, and mobile assets in North America. Through its technology platform, OUTFRONT will fundamentally change the ways advertisers engage audiences on-the-go.

About Bell Media
Bell Media is Canada's leading content creation company with premier assets in television, radio, digital and out-of-home media, including 35 television stations that are part of the CTV and Noovo networks; 26 specialty channels, including sports leaders TSN and RDS; bilingual TV and streaming service Crave; the iHeartRadio Canada brand encompassing 215 music channels, including 103 radio stations in 58 Canadian markets; and the Astral out-of-home advertising network. Bell Media is also a partner in Montréal's Grande Studios, Just for Laughs and Dome Productions, one of North America's leading production facilities providers. Bell Media is part of BCE Inc. (TSX, NYSE: BCE), Canada's largest communications company. Learn more at BellMedia.ca.

Bell Media Inc.'s ("Bell Media") Caution Concerning Forward-Looking Statements

Certain statements made in this news release are forward-looking statements, including statements relating to the expected timing for the closing of the proposed sale of the Canadian business of OUTFRONT Media Inc. to Bell Media (the "Transaction"), certain potential benefits expected to result from the Transaction, Bell Media's business outlook, objectives, plans and strategic priorities, and other statements that are not historical facts. All such forward-looking statements are made pursuant to the "safe harbor" provisions of applicable Canadian securities laws and of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements are subject to inherent risks and uncertainties and are based on several assumptions which give rise to the possibility that actual results or events could differ materially from our expectations. These statements are not guarantees of future performance or events, and we caution you against relying on any of these forward-looking statements. The forward-looking statements contained in this news release describe Bell Media's expectations at the date of this news release and, accordingly, are subject to change after such date. Except as may be required by applicable securities laws, Bell Media does not undertake any obligation to update or revise any forward-looking statements contained in this news release, whether as a result of new information, future events or otherwise. The completion of the Transaction is subject to customary closing conditions, termination rights and other risks and uncertainties including, without limitation, regulatory approvals. Accordingly, there can be no assurance that the Transaction will occur, or that it will occur on the terms and conditions, or at the time, contemplated in this news release. The Transaction could be modified, restructured or terminated. There can also be no assurance that the benefits expected to result from the Transaction will be realized. For additional information on assumptions and risks underlying certain of our forward-looking statements made in this news release, please consult BCE Inc.'s (BCE) 2022 Annual MD&A dated March 2, 2023, BCE's 2023 First and Second Quarter MD&As dated May 3, 2023 and August 2, 2023, respectively, BCE's news release dated August 3, 2023 announcing its financial results for the second quarter of 2023, filed by BCE with the Canadian provincial securities regulatory authorities (available at Sedarplus.ca) and with the U.S. Securities and Exchange Commission (available at SEC.gov). These documents are also available at BCE.ca.

OUTFRONT Media's Cautionary Statement Regarding Forward-Looking Statements

We have made statements in this document that are forward-looking statements within the meaning of the federal securities laws, including the Private Securities Litigation Reform Act of 1995. You can identify forward-looking statements by the use of forward-looking terminology such as "will" or "expects," or the negative of these words and phrases or similar words or phrases that are predictions of or indicate future events or trends and that do not relate solely to historical matters. You can also identify forward-looking statements by discussions of strategy, plans or intentions relating to the sale of OUTFRONT Media Inc.'s Canadian business (the "Transaction") and any potential benefits of the Transaction, and our capital resources, portfolio performance and results of operations. Forward-looking statements involve numerous risks and uncertainties and you should not rely on them as predictions of future events. Forward-looking statements depend on assumptions, data or methods that may be incorrect or imprecise and may not be able to be realized. We do not guarantee that the transactions and events described will happen as described (or that they will happen at all). The following factors, among others, could cause actual results and future events to differ materially from those set forth or contemplated in the forward-looking statements: consummating the Transaction may be more difficult, costly, or time consuming than expected and the anticipated benefits may not be fully realized; the parties being unable to satisfy closing conditions, which could delay or cause the parties to abandon the Transaction; a change, event or occurrence that could give rise to the termination of the share purchase agreement or the Transaction; the failure to obtain necessary regulatory approval or obtaining regulatory approval subject to conditions that are not anticipated; any diversion of management time on Transaction-related issues; declines in advertising and general economic conditions, including the current heightened levels of inflation; the severity and duration of pandemics, and the impact on our business, financial condition and results of operations; competition; government regulation; our ability to implement our digital display platform and deploy digital advertising displays to our transit franchise partners; losses and costs resulting from recalls and product liability, warranty and intellectual property claims; our ability to obtain and renew key municipal contracts on favorable terms; taxes, fees and registration requirements; decreased government compensation for the removal of lawful billboards; content-based restrictions on outdoor advertising; seasonal variations; acquisitions and other strategic transactions that we may pursue could have a negative effect on our results of operations; dependence on our management team and other key employees; diverse risks in our Canadian business; experiencing a cybersecurity incident; changes in regulations and consumer concerns regarding privacy, information security and data, or any failure or perceived failure to comply with these regulations or our internal policies; asset impairment charges for our long-lived assets and goodwill; environmental, health and safety laws and regulations; expectations relating to environmental, social and governance considerations; our substantial indebtedness; restrictions in the agreements governing our indebtedness; incurrence of additional debt; interest rate risk exposure from our variable-rate indebtedness; our ability to generate cash to service our indebtedness; cash available for distributions; our failure to remain qualified to be taxed as a real estate investment trust ("REIT"); REIT distribution requirements; availability of external sources of capital; we may face other tax liabilities even if we remain qualified to be taxed as a REIT; complying with REIT requirements may cause us to liquidate investments or forgo otherwise attractive investments or business opportunities; our ability to contribute certain contracts to a taxable REIT subsidiary ("TRS"); our planned use of TRSs may cause us to fail to remain qualified to be taxed as a REIT; REIT ownership limits; failure to meet the REIT income tests as a result of receiving non-qualifying income; the Internal Revenue Service may deem the gains from sales of our outdoor advertising assets to be subject to a 100% prohibited transaction tax; and other factors described in our filings with the Securities and Exchange Commission (the "SEC"), including but not limited to the section entitled "Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2022, filed with the SEC on February 23, 2023. All forward-looking statements in this document apply as of the date of this document or as of the date they were made and, except as required by applicable law, we disclaim any obligation to publicly update or revise any forward-looking statement to reflect changes in underlying assumptions or factors, of new information, data, or methods, future events, or other changes.

SOURCE OUTFRONT Media Inc.