Torstar Corporation Mails Circular for Special Meeting of Shareholders, Announces Receipt of Interim Court Order and Advance Ruling Certificate for Plan of Arrangement
TORONTO, June 29, 2020 /CNW/ - Torstar Corporation ("Torstar") (TSX: TS.B) today announced the mailing of its management information circular for the special meeting of Torstar shareholders ("Shareholders") to consider the previously announced plan of arrangement (the "Arrangement") with NordStar Capital LP ("NordStar"), pursuant to which NordStar will acquire Torstar and the holders of Torstar's outstanding Class A Shares and Class B non-voting shares (collectively, the "Shares") will receive $0.63 in cash per Share.
The price offered to shareholders represents a 66.67% premium to the 20-day volume-weighted average trading price of the Class B non-voting shares on the Toronto Stock Exchange as at May 25, 2020 (the day prior to the announcement of the Arrangement).
A special committee of independent directors of Torstar was formed following an approach by representatives of NordStar in February 2020 in order to provide Torstar's board of directors (the "Board") with its advice and recommendations with respect to the proposal from NordStar, and to supervise the negotiation of the terms and conditions of the Arrangement. After extensive negotiation and consideration of the proposed Arrangement, the special committee provided its unanimous recommendation of the Arrangement to the Board. Having received and considered the recommendation of the special committee, the Board determined that the Arrangement is in the best interest of Torstar and recommends that Shareholders vote in favour of the Arrangement.
VOTING AT VIRTUAL MEETING OF SHAREHOLDERS
Torstar's special meeting of Shareholders (including holders of Class B non-voting shares), at which Shareholders will consider and, if deemed advisable, pass, with or without variation, a special resolution of the Shareholders to approve the Arrangement, will be held on Tuesday, July 21, 2020 at 10:00 a.m. (Toronto time) (the "Meeting").
Torstar is in the process of mailing its management information circular, form of proxy or voting instruction form and letter of transmittal, as applicable, for the Meeting to Shareholders. These documents contain comprehensive information with respect to how registered and beneficial Shareholders may vote in advance of the Meeting. The management information circular is also available on Torstar's profile at www.sedar.com and on its website at www.torstar.com. The record date for determining Shareholders eligible to vote at the Meeting was June 10, 2020.
The deadline for Shareholders to return their completed proxies or voting instruction forms is Friday, July 17, 2020 at 10:00 a.m. (Toronto time).
To proactively deal with the public health impact of the novel coronavirus, also known as COVID-19, and to mitigate risks to health and safety, Torstar will be holding the Meeting in a virtual-only format, which will be conducted via live audio webcast online at https://web.lumiagm.com/175007155. During the audio webcast, Shareholders will be able to hear the Meeting live, and registered Shareholders and duly appointed and registered proxyholders will be able to submit questions and vote while the Meeting is being held. The management information circular provides important and detailed instructions about how to participate at the virtual Meeting.
Holders of 8,264,022 Class A shares and 41,272,161 Class B non-voting shares, representing approximately 84.3% and 57.6% of the Class A shares and Class B non-voting shares, respectively, have entered into voting support agreements pursuant to which they have agreed to vote in favour of the Arrangement at the Meeting.
RECEIPT OF INTERIM COURT ORDER AND ADVANCE RULING CERTIFICATE
Torstar today also announced that on June 18, 2020, it was granted an interim order by the Ontario Superior Court of Justice (Commercial List) (the "Interim Order") regarding the Arrangement. The Interim Order authorizes Torstar to proceed with various matters, including the holding of the Meeting to consider and vote on the proposed Arrangement.
In addition, on June 23, 2020, the Commissioner of Competition issued an advance ruling certificate with respect to the Arrangement.
Subject to the receipt of the requisite approval of the Shareholders and the final approval of the Arrangement by the Court, and subject to the satisfaction or waiver of the other conditions to completion of the Arrangement, the Arrangement is expected to close on or about July 28, 2020.
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 the Arrangement, the Meeting, 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 timing for the Meeting to approve the Arrangement; and the anticipated timing for closing the Arrangement. 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 approvals (or to do so in a timely manner). The anticipated timeline for completion of the Arrangement may change for a number of reasons, including the inability to secure necessary 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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