Rogers Media to acquire BV! Media at $0.40 in cash per share: Rogers Media expands with national ad network products and further
August 06 2010 - 8:00AM
PR Newswire (Canada)
TORONTO and MONTREAL, Aug. 6 /CNW/ -- TORONTO and MONTREAL, Aug. 6
/CNW Telbec/ - Rogers Media Inc. ("Rogers Media") and BV! Media
Inc. ("BV! Media") today announced that they have entered into a
definitive agreement pursuant to which Rogers Media will acquire
all of the issued and outstanding Common Shares of BV! Media for
$0.40 in cash per share. The all-cash consideration of $0.40 per
Share values BV! Media at approximately $25 million and represents
a premium of approximately 100% to the volume-weighted average
trading price of the BV! Media shares for the past 20 trading days
on the TSX Venture Exchange. "We are thrilled to have the BV! Media
team join the Rogers family," said Claude Galipeau, SVP & GM,
Digital Media, Rogers Media. "BV! Media has an extensive line of ad
solutions that we will incorporate into our existing digital media
sales offerings. In addition, the BRANCHEZ-VOUS! network of sites
in Quebec will give us greater reach in the Francophone market.
Upon closing, Rogers Digital Media will have an impressive set of
content offerings and digital sales solutions, including premium
brands, exclusive sales inventory on partner sites, channels
targeting key demographics, and performance media." "We are very
pleased with this transaction for many reasons: it reflects BV!
Media's true value and exemplifies our commitment to maximize value
for all our shareholders," commented Gino Coutu, President, Ad
network and co-CEO of BV! Media. "Furthermore, it is occurring with
a strategic partner that has already demonstrated its respect for
our organization and our people, and it ensures total continuity
with our trusted partners and clients. This transaction is fully
supported by the senior management team." "After fifteen years as a
successful standalone business we are eager to become part of one
of Canada's largest media companies and to have our team and assets
contribute to Rogers' expansion in both digital media and the
Quebec market" commented Patrick Pierra, founder and co-CEO of BV!
Media. Management Commitment Certain shareholders of BV! Media,
including Patrick Pierra, President, Content and co-Chief Executive
Officer, Gino Coutu, President, Ad Network and co-Chief Executive
Officer, Athanasios Vorias, Chief Financial Officer, Lior Amar,
Chief Technology Officer and Harold E. Sharon, Director, who hold
in the aggregate approximately 76% of the BV! Media shares, have
each entered into voting and support agreements with Rogers Media
pursuant to which they have irrevocably agreed to vote their BV!
Media shares in favour of the transaction ("hard lock-ups").
Transaction Process The transaction will be effected by way of a
statutory amalgamation of BV! Media with a wholly-owned subsidiary
of Rogers Media under the Canada Business Corporations Act,
requiring the approval of 66 2/3% of the votes cast by holders of
Common Shares of BV! Media. A special meeting of shareholders of
BV! Media will be held to consider the transaction in the second
half of September, 2010. Subject to receiving the required BV!
Media shareholder approval and to the satisfaction of other
customary conditions, it is anticipated that this transaction would
close shortly after the shareholder meeting. Board Approves
Unanimously BV! Media appointed a Special Committee of the Board of
Directors comprised of three directors who are independent within
the meaning of Multilateral Instrument 61-101, namely Messrs André
Bisson (Chairman) and Jean-Pascal Lion, and Ms. Martine Guimond.
The proposed transaction has been approved unanimously by the Board
of Directors of BV! Media (with interested directors abstaining)
following the report and favourable unanimous recommendation of the
Special Committee. In doing so, the Board of Directors determined
that the transaction is fair to BV! Media shareholders and in the
best interests of BV! Media and authorized the submission of the
transaction to shareholders. The Board of Directors of BV! Media
has also determined unanimously (with interested directors
abstaining) to recommend that shareholders of BV! Media vote in
favour of the transaction. In reviewing the transaction, the
Special Committee received an opinion from National Bank Financial
Inc. to the effect that the consideration to be received pursuant
to the transaction is fair, from a financial point of view, to the
shareholders of BV! Media. A copy of the fairness opinion, factors
considered by the Special Committee and the Board of Directors and
other relevant background information will be included in the
management information circular that will be sent to BV! Media
shareholders in connection with the special meeting of shareholders
to consider the transaction. Speaking on behalf of the Special
Committee, André Bisson said: "We are confident that the proposed
transaction is the best outcome for all BV! Media's shareholders
and we recommend them to support it". Other Transaction Terms The
definitive agreement contains customary provisions prohibiting BV!
Media from soliciting competing acquisition proposals and providing
Rogers Media with a right to match any unsolicited competing
acquisition proposal which the Board of Directors of BV! Media
determines, in the exercise of its fiduciary duties, to be superior
to the transaction contemplated by the definitive agreement. In the
event that Rogers Media does not match such a superior proposal,
the Board of Directors of BV! Media will be entitled to change its
recommendation and Rogers Media will then have the option to either
terminate the definitive agreement and be paid a termination fee of
$750,000 or force BV! Media to hold the special meeting of
shareholders to vote on the transaction contemplated by the
definitive agreement. Availability of Documents A copy of the
definitive agreement, the support and voting agreements, the
fairness opinion and certain related documents will be filed with
relevant Canadian provincial securities regulators and will be
available at the SEDAR website at www.sedar.com in due course. The
management information circular in connection with the special
meeting of shareholders to consider the transaction is expected to
be mailed to shareholders over the coming weeks. About Rogers Media
Inc. Rogers Media Inc., a division of Rogers Communications Inc.,
(TSX: RCI; NYSE: RCI), operates Rogers Broadcasting and Rogers
Publishing. Rogers Broadcasting has 53 AM and FM radio stations
across Canada. Television properties include 5 Citytv stations as
well as five OMNI multicultural television stations. Rogers
Sportsnet, Canada's live event leader, is comprised of four
channels, all of which are available nationally and in high
definition, and the Shopping Channel, is a televised and Internet
shopping service. Rogers Publishing produces many well-known
consumer magazines such as Maclean's, Chatelaine, Flare,
L'actualité and Canadian Business, and is the leading publisher of
a number of industry, medical and financial publications. All media
properties are integrated with their own popular web sites. Rogers
Media also owns The Toronto Blue Jays Baseball Club and Rogers
Centre, a year-round sports and entertainment facility. About BV!
Media Inc. BV! Media is a leading Canadian Internet advertising
network, representing exclusively over 400 top-tier publishers with
a combined reach of over 15 million unique visitors per month in
Canada, and the publisher of the BRANCHEZ-VOUS! news and
information portal. BV! Media is listed on the TSX Venture Exchange
under the symbol BVM and has approximately 60.5 million shares
outstanding. Additional information on the Corporation can be
obtained on SEDAR and at www.bvmedia.ca. Neither the TSX Venture
Exchange nor its Regulation Services Provider (as that term is
defined in the policies of the TSX Venture Exchange) accepts
responsibility for the adequacy or accuracy of this release. For
Rogers Media: Jan Innes, Vice President, Public Affairs, Rogers
Communications Inc., 416.935.3525, jan.innes@rci.rogers.com; For
BV! Media: Tom Vorias, Chief Financial Officer, 514.337.9065 ext.
223, tvorias@bvmedia.ca
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