CanWest Global Communications Corp. and Goldman Sachs Capital Partners Announce Agreement to Acquire Alliance Atlantis Communica
11 January 2007 - 8:50AM
PR Newswire (US)
TORONTO, Jan. 10 /PRNewswire-FirstCall/ -- CanWest Global
Communications Corp. ("CanWest") and GS Capital Partners, a private
equity affiliate of Goldman, Sachs & Co., announced today that
a new acquisition company has entered into a definitive agreement
with Alliance Atlantis Communications Inc. ("Alliance Atlantis") to
acquire all of its outstanding Class A voting and Class B
non-voting shares at a purchase price of CDN$53.00 per share in
cash for an aggregate price of approximately CDN$2.3 billion.
"Today's transaction is consistent with CanWest's strategy to
enhance its existing television business and expand its presence in
the fast growing specialty television sector," said Leonard Asper,
President & CEO of CanWest. "The combined expertise of CanWest
and Alliance Atlantis will enable us to produce even better
Canadian content, promote it more effectively, and provide greater
access to more viewers across more platforms. We are thrilled to be
working with Goldman Sachs to effect this strategic transaction."
"I believe this transaction represents great value for our
shareholders," said Michael MacMillan, Executive Chairman of
Alliance Atlantis. "The combination of CanWest's conventional and
specialty television businesses and Alliance Atlantis' 13 specialty
television channels creates an excellent foundation for future
growth in both businesses." The acquisition of Alliance Atlantis is
to be carried out by way of a statutory Plan of Arrangement. The
newly formed acquisition company is an indirect wholly-owned
subsidiary of CanWest. The Arrangement requires a vote by Alliance
Atlantis' Class A voting and Class B non-voting shareholders at a
meeting of shareholders, which is currently expected to be held in
the spring of 2007. Shareholders representing approximately 80% of
the Class A voting shares, have agreed to vote their shares of
Alliance Atlantis in favour of the shareholders' resolution
approving the Arrangement. The Arrangement is also subject to court
approval as well as certain other customary conditions, including
the receipt of regulatory approvals. Pending approval from the
Canadian Radio-television and Telecommunications Commission
("CRTC") for the change of ownership and transfer of control of the
specialty television channels, the securities of the relevant
regulated entities will be deposited with a trustee pursuant to a
voting trust agreement approved by the CRTC. A special committee of
the Board of Directors of Alliance Atlantis, comprised of Robert
Steacy (Chair), Barry Reiter and Anthony Griffiths (the "Special
Committee"), has reviewed the Plan of Arrangement in consultation
with its legal and financial advisors. The Special Committee
unanimously recommends the Plan of Arrangement to the company's
Board of Directors, and the Board of Directors unanimously
recommends (with one director recusing himself due to conflict)
that shareholders vote in favour of the Arrangement. RBC Capital
Markets has provided an opinion to the Board of Directors
indicating that, as of the date of such opinion, the consideration
under the Plan of Arrangement is fair from a financial point of
view to the shareholders. A CanWest-controlled company will be the
controlling shareholder of Alliance Atlantis following the closing
of the transaction (expected to occur by summer 2007). It is
intended that a reorganization of Alliance Atlantis will take place
to separate the businesses of the Company as follows: - upon
receipt of CRTC approval, Alliance Atlantis' specialty television
business and CanWest's Canadian television business will be managed
on an integrated basis by CanWest and ultimately combined; - it is
intended that Alliance Atlantis' Motion Picture Distribution
business will be controlled by a Canadian partner of GS Capital
Partners; and - it is intended that GS Capital Partners will own
100% of Alliance Atlantis' financial interest in the highly
successful CSI franchise. As part of this new relationship with
Goldman Sachs, CBS will assume international distribution of CSI,
CSI: Miami and CSI: NY. The formal combination of the broadcast
businesses will occur sometime in 2011. The equity of each of
CanWest and GS Capital Partners in the combined entity will be
determined by the EBITDA of the combined operation at that time.
There are a variety of customary liquidity mechanisms that will be
available to the parties following the combination. "We are looking
forward to this relationship with CanWest to support the expansion
of its television business and to facilitate the combination of two
great Canadian media companies," said Gerry Cardinale, a Managing
Director of GS Capital Partners. CanWest was advised by Genuity
Capital Markets and GS Capital Partners was advised by Goldman,
Sachs & Co. Alliance Atlantis was advised by RBC Capital
Markets. This news release contains certain comments or
forward-looking statements that are based largely upon current
expectations and are subject to certain risks, trends and
uncertainties. These factors could cause actual future performance
to vary materially from current expectations. Factors that could
cause actual events to vary from current expectations include the
right of the Board of Directors of Alliance Atlantis to terminate
the Arrangement Agreement in order to accept a superior proposal to
the Arrangement if the Acquisition Company fails to match the
superior proposal within 5 business days, subject to the payment by
Alliance Atlantis of a termination payment to the Acquisition
Company in the amount of CDN $65 million as well as a concurrent
right of termination in favour of the locked-up shareholders. The
entities disclaim any intention or obligation to update any
forward-looking statement even if new information becomes available
as a result of future events or for any other reason. CanWest
Global Communications Corp. (http://www.canwestglobal.com/), (TSX:
CGS and CGS.A, NYSE: CWG) an international media company, is
Canada's largest media company. CanWest is Canada's largest
publisher of daily newspapers and also owns, operates and/or holds
substantial interests in conventional television, out-of-home
advertising, specialty cable channels, web sites and radio stations
and networks in Canada, New Zealand, Australia, Turkey, Singapore,
Indonesia, Malaysia, the United Kingdom and the United States.
Alliance Atlantis (http://www.allianceatlantis.com/), (TSX: AAC.A
and AAC.B) owns 13 well-branded specialty channels boasting
targeted, high-quality programming. The company also co-produces
and distributes the hit CSI franchise and indirectly holds a 51%
limited partnership interest in Motion Picture Distribution LP, a
leading distributor of motion pictures in Canada, with motion
picture distribution operations in the United Kingdom and Spain.
Founded in 1869, Goldman Sachs is one of the oldest and largest
investment banking firms. Goldman Sachs is also a global leader in
private corporate equity and mezzanine investing. Established in
1991, the GS Capital Partners Funds are part of the firm's
Principal Investment Area in the Merchant Banking Division. Goldman
Sachs' Principal Investment Area has formed 12 investment vehicles
aggregating $35 billion of capital to date. For more information,
please visit http://www.gs.com/pia. As previously announced,
CanWest is hosting a conference call today, January 10, 2007 at
5:00pm ET to discuss its first quarter financial results for the
2007 fiscal year. This call will first address the announcement of
the acquisition agreement. Formal remarks and a question and answer
session will be hosted by Leonard Asper, CanWest President and CEO
with guest Michael MacMillan, Executive Chairman, Alliance
Atlantis. To access the teleconference, call 416-644-3414 or
1-800-733-7571. Accredited analysts may ask questions on the call.
All others are welcome to participate in listen-only mode. The call
will also be available by webcast at http://www.canwest.com/. For a
replay of the call, call 416-640-1917 or 1-877-289-8525 (Access
code 21211048, followed by the number sign.) DATASOURCE: CanWest
Global Communications Corp. CONTACT: CanWest Global, Deb Hutton,
tel. (416) 383-2442; Alliance Atlantis, Jennifer Bell, tel. (416)
934-7854; GS Capital Partners, Andrea Raphael, tel. (212) 357-0025
Copyright