Videotron Ltd. ("Videotron") today announced the commencement of a
cash tender offer (the "Tender Offer") to purchase any and all of
Videotron's 6 7/8% Senior Notes due January 15, 2014 (CUSIP
92658TAG3) (the "Notes"). The Tender Offer is being made pursuant
to an Offer to Purchase dated February 29, 2012 and the related
Letter of Transmittal.
Upon the terms and subject to the conditions described in the
Offer to Purchase and the Letter of Transmittal, Videotron is
offering to purchase for cash any and all Notes. Tenders of the
Notes may be withdrawn at any time at or prior to 5:00 p.m., New
York City time, on March 13, 2012, unless extended or earlier
terminated (such date and time, as the same may be extended or
earlier terminated, the "Withdrawal Date"), but may not be
withdrawn thereafter. The Tender Offer will expire at 12:01 a.m.,
New York City time, on March 28, 2012 unless extended or earlier
terminated (such date and time, as the same may be extended or
earlier terminated, the "Expiration Date").
The consideration for each US$1,000.00 principal amount of Notes
validly tendered and accepted for purchase pursuant to the Tender
Offer will be US$1,000.00 (the "Tender Offer Consideration"),
subject to the terms and conditions of the Tender Offer. Holders of
Notes that are validly tendered at or prior to 5:00 p.m., New York
City time, on March 13, 2012, unless extended or earlier terminated
(such date and time, as the same may be extended or earlier
terminated, the "Early Participation Date") will, subject to the
terms and conditions of the Tender Offer, receive the Tender Offer
Consideration plus US$1.25 (the "Early Participation Amount") for
each US$1,000.00 principal amount of Notes purchased pursuant to
the Tender Offer. Holders of Notes tendered after the Early
Participation Date but at or prior to the Expiration Date will,
subject to the terms and conditions of the Tender Offer, receive
the Tender Offer Consideration, but not the Early Participation
Amount, for each US$1,000.00 principal amount of Notes purchased
pursuant to the Tender Offer. In addition, all holders of Notes
accepted for purchase in the Tender Offer will also receive accrued
and unpaid interest on such purchased Notes from the last interest
payment date up to, but not including, the payment date.
The Tender Offer is not conditioned on any minimum amount of
Notes being tendered. However, Videotron's obligation to accept for
purchase and to pay for the Notes pursuant to the Tender Offer is
subject to the satisfaction or waiver of a number of conditions,
including Videotron's completion, on or prior to the Expiration
Date, of a financing transaction, on terms reasonably satisfactory
to Videotron, pursuant to which Videotron receives aggregate gross
proceeds of no less than US$500 million (or the equivalent in other
currencies), exclusive of fees, expenses and discounts. The Tender
Offer may be amended, extended or terminated. Following
consummation of the Tender Offer, the Notes that are purchased in
the Tender Offer will be retired and cancelled and no longer remain
outstanding obligations.
Provided that the conditions to the Tender Offer are satisfied,
Videotron anticipates that it will accept for purchase and pay for
Notes validly tendered and not validly withdrawn in the Tender
Offer at or prior to the Early Participation Date within two
business days following the Early Participation Date (the "Early
Acceptance Date"), and that it will accept for purchase and pay for
Notes validly tendered after the Early Participation Date but prior
to the Expiration Date within two business days following the
Expiration Date.
None of Videotron or its board of directors, the dealer manager
or the tender and information agent, or the trustee for the Notes
makes any recommendation that holders tender or refrain from
tendering all or any portion of the principal amount of their
Notes, and no one has been authorized by us or any of them to make
such a recommendation. Holders must make their own decision as to
whether to tender their Notes, and, if so, the principal amount of
Notes to tender.
All the Notes are held in book-entry form through the facilities
of The Depository Trust Company. If you hold Notes through a
broker, dealer, bank, trust company or other intermediary or
nominee (and "Intermediary"), you must contact such Intermediary if
you wish to tender Notes in the Tender Offer. You should check with
such Intermediary to determine whether such Intermediary will
charge you a fee for tendering Notes on your behalf. You should
also confirm with the Intermediary any deadlines by which you must
provide your tender instructions, because the relevant deadline set
by such Intermediary will be earlier than the deadlines set forth
herein.
Videotron has retained BofA Merrill Lynch to serve as dealer
manager for the Tender Offer, and Global Bondholder Services
Corporation to serve as the tender and information agent for the
Tender Offer.
For additional information regarding the terms of the Tender
Offer, please contact BofA Merrill Lynch at (888) 292-0070 (toll
free) or (646) 855-3401 (collect). Requests for a copy of the Offer
to Purchase and the Letter of Transmittal relating to the Notes,
and questions regarding the tender of the Notes may be directed to
Global Bondholder Services Corporation at (866) 470-4300 (toll
free) or (212) 430-3774 (collect).
This announcement does not constitute an offer to buy or the
solicitation of an offer to sell securities in any jurisdiction or
in any circumstances in which such offer or solicitation is
unlawful. In those jurisdictions where the securities laws require
the Tender Offer to be made by a licensed broker or dealer, the
Tender Offer will be deemed to be made by the Dealer Manager or one
or more registered brokers or dealers licensed under the laws of
such jurisdiction. The securities mentioned herein have not been
registered under the United States Securities Act of 1933 or
applicable state securities laws, and the securities may not be
offered or sold in the United States absent registration or an
applicable exemption from registration. The securities mentioned
herein have not been and will not be qualified for sale to the
public under applicable Canadian securities laws and, accordingly,
any offer and sale of the securities in Canada will be made on a
basis which is exempt from the prospectus and dealer registration
requirements of such securities laws.
About Videotron
Videotron, a wholly-owned subsidiary of Quebecor Media Inc., is
an integrated communications company engaged in cable television,
interactive multimedia development, and Internet access, cable
telephone and mobile telephone services. Videotron is a leader in
new technologies with its interactive Digital TV service and its
broadband network, which supports high-speed cable Internet access,
analog and digital cable television, and other services. As of
December 31, 2011, Videotron was serving 1,861,477 cable television
customers, including 1,400,814 subscribers to its digital service.
Videotron is also the Quebec leader in high-speed Internet access,
with 1,332,551 subscribers to its cable service as of December 31,
2011. As of the same date, Videotron had 290,578 subscriber
connections to its mobile telephone service and was providing cable
telephone service to 1,205,272 Quebec households and organizations.
For the seventh consecutive year, Videotron was named Quebec's most
respected telecommunications company by Les Affaires magazine,
based on a Leger Marketing survey.
Forward-Looking Statements
This news release contains "forward-looking information" within
the meaning of applicable Canadian securities legislation and
"forward-looking statements" within the meaning of United States
federal securities legislation (collectively, "forward-looking
statements"). All statements other than statements of historical
facts included in this press release, including statements
regarding our industry and our prospects, plans, financial position
and business strategy, may constitute forward-looking statements.
These forward-looking statements are based on current expectations,
estimates, forecasts and projections about the industries in which
we operate as well as beliefs and assumptions made by our
management. Such statements include, in particular, statements
about our plans, prospects, financial position and business
strategies. Words such as "may," "will," "expect," "continue,"
"intend," "estimate," "anticipate," "plan," "foresee," "believe" or
"seek" or the negatives of these terms or variations of them or
similar terminology are intended to identify such forward-looking
statements.
Although we believe that the expectations reflected in these
forward-looking statements are reasonable, these statements, by
their nature, involve risks and uncertainties and are not
guarantees of future performance. Such statements are also subject
to assumptions concerning, among other things: our anticipated
business strategies; anticipated trends in our business; and our
ability to continue to control costs. We can give no assurance that
these estimates and expectations will prove to have been correct.
Actual outcomes and results may, and often do, differ from what is
expressed, implied or projected in such forward-looking statements,
and such differences may be material. Some important factors that
could cause actual results to differ materially from those
expressed in these forward-looking statements include, but are not
limited to: general economic, financial or market conditions; the
intensity of competitive activity in the industries in which we
operate, including competition from alternative means of programs
and content transmission; new technologies that would change
consumer behaviour toward our product suite; unanticipated higher
capital spending required or to address continued development of
competitive alternative technologies or the inability to obtain
additional capital to continue the development of our business; our
ability to implement successfully our business and operating
strategies and manage our growth and expansion; disruptions to the
network through which we provide our digital television, Internet
access and telephony services, and our ability to protect such
services from piracy; labour disputes or strikes; changes in our
ability to obtain services and equipment critical to our
operations; changes in laws and regulations, or in their
interpretations, which could result, among other things, in the
loss (or reduction in value) of our licenses or markets or in an
increase in competition, compliance costs or capital expenditures;
our substantial indebtedness, the tightening of credit markets, and
the restrictions on our business imposed by the terms of our debt;
and interest rate fluctuations that affect a portion of our
interest payment requirements on long-term debt. We caution you
that the above list of cautionary statements is not exhaustive.
These and other factors could cause actual results to differ
materially from our expectations expressed in the forward-looking
statements included in this press release, and you are encouraged
to read "Item 3. Key Information - Risk Factors" as well as
statements located elsewhere in Videotron's annual report on Form
20-F for the year ended December 31, 2010 for further details and
descriptions of these and other factors. Each of these
forward-looking statements speaks only as of the date of this press
release. We will not update these statements unless applicable
securities laws require us to do so.
Contacts: Jean-Francois Pruneau Vice President Videotron 514
380-4144 For media only Elodie Girardin-Lajoie Specialist Corporate
Communications Videotron 514 380-7772
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