Torstar Corporation Acknowledges Receipt of Acquisition Proposal
TORONTO, July 9, 2020 /CNW/ - In response to a request from the Investment Industry Regulatory Organization of Canada and following recent press reports, Torstar Corporation (TSX: TS.B) ("Torstar") confirmed today that it has received a non-binding unsolicited offer from a private investor group (the "New Offeror"), pursuant to which the New Offeror has offered to acquire all of the issued and outstanding Class A shares and Class B non-voting shares of Torstar (the "New Offer").
The New Offer is conditional on, among other things, the completion of confirmatory due diligence, the negotiation of definitive documentation in respect of the New Offer and the entering into of voting support agreements with the New Offeror by the trustees of the Torstar Voting Trust, the Torstar directors holding Shares and Hamblin Watsa Investment Counsel Ltd., an affiliate of Fairfax Financial Holdings Ltd.
The Torstar board of directors (the "Board") has determined that the New Offer may reasonably be expected to constitute or lead to a "Superior Proposal" under the arrangement agreement dated May 26, 2020 (the "NordStar Agreement") entered into between Torstar and NordStar Capital LP ("NordStar"), and is engaging in discussions and negotiations with the New Offeror regarding its non-binding proposal.
In connection with the execution of the NordStar Agreement, the Board determined that the transaction contemplated by the NordStar Agreement is in the best interest of the company. The Board continues to recommend that Torstar shareholders vote in favour of the NordStar transaction at the special meeting of Torstar shareholders scheduled to be held on July 21, 2020 (the "Special Meeting").
The Board will continue to consider the materials provided by the New Offeror, including the terms of any financing contemplated by the New Offer, but no determination has been made at this time that the New Offer constitutes a "Superior Proposal" under the NordStar Agreement. In addition, if determined to be a Superior Proposal, the New Offer remains subject to a right to match granted by Torstar in favour of NordStar pursuant to the NordStar Agreement. There can be no assurance that the New Offer will be determined by the Board to constitute a Superior Proposal or lead to a termination of the NordStar Agreement and the execution of a definitive agreement with the New Offeror.
Shareholders who have questions regarding the NordStar transaction or require assistance with voting may contact Torstar's transfer agent as provided for in the management information circular delivered to Shareholders in connection with the Special Meeting.
Torstar does not anticipate issuing any further public statement regarding the New Offer except as required by applicable law.
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 New Offer; the determination of the Board regarding the New Offer; the possible termination of the NordStar Agreement; and the entry into a definitive agreement in respect of the New Offer. 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
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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