Quebecor Media Inc. ("Quebecor Media") today announced the
commencement of a cash tender offer to purchase up to
US$260,000,000 in aggregate principal amount of Quebecor Media's 7
3/4% Senior Notes due March 15, 2016.
Preliminary Annual Financial Data
In this context and in connection with the disclosure of the
financial results of its subsidiaries Videotron Ltd. and TVA Group
Inc. today February 29, 2012, Quebecor Media has deemed appropriate
to disclose certain preliminary annual financial data to its
securities holders. As such, Quebecor Media estimates, on a
preliminary and unaudited basis, that its consolidated revenues and
operating income(1) have reached approximately $4.21 billion and
$1.34 billion, respectively, for the financial year ended December
31, 2011. (2)
Cash Tender Offer
Quebecor Media today announced the commencement of a cash tender
offer (the "Tender Offer") to purchase up to US$260,000,000 in
aggregate principal amount (the "Maximum Tender Amount") of
Quebecor Media's 7 3/4% Senior Notes due March 15, 2016 (CUSIP
74819RAG1) (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, Quebecor Media is
offering to purchase for cash up to the Maximum Tender Amount of
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 Tenders of the Notes may be withdrawn at any time at or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 14, 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not be withdrawn thereafter.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").
Subject to the terms and conditions of the Tender Offer,
Quebecor Media will accept for payment only such portions of
validly tendered Notes that do not result in an aggregate principal
amount of Notes purchased that exceeds the Maximum Tender Amount.
If the amount to be accepted is sufficient to allow Quebecor Media
to accept some, but not all of the validly tendered Notes, the
amount of Notes purchased will be prorated based on the aggregate
principal amount of Notes validly tendered in the Tender Offer,
rounded down to the nearest integral multiple of $1,000.00, but not
less than the minimum principal amount to be accepted.
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$1,025.83 (the "Tender Offer Consideration"), up to
the Maximum Tender Amount and subject to proration, if applicable,
and the other 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 14, 2012, unless extended or earlier terminated
(such date and time, as the same may be extended or earlier
terminated, the "Early Participation Date") will, up to the Maximum
Tender Amount and subject to proration, if applicable, and the
other terms and conditions of the Tender Offer, receive the Tender
Offer Consideration plus US$2.50 (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, up
to the Maximum Tender Amount and subject to proration, if
applicable, and the other 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, Quebecor Media'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 the completion by Videotron Ltd.
("Videotron"), a wholly-owned subsidiary of Quebecor Media, 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$750 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.
Notes that are tendered and accepted for purchase at or prior to
the Early Participation Date will be settled only on the date that
we refer to as the "Early Payment Date", which will promptly follow
the Early Participation Date. Quebecor Media anticipates that the
Early Payment Date for the Notes will be within two business days
following the Early Participation Date. Notes that are tendered and
accepted for purchase after the Early Participation Date but before
the Expiration Date will be settled only on the date that we refer
to as the "Final Payment Date", which will promptly follow the
Expiration Date. Quebecor Media anticipates that the Final Payment
Date for the Notes will be within two business days following the
Expiration Date. If no additional Notes are tendered after the
Early Participation Date and/or if the Tender Offer is fully
subscribed as of the Early Participation Date, there will be no
Final Payment Date.
Quebecor Media intends to accept for purchase all Notes validly
tendered at or prior to the Early Participation Date, and will only
prorate the Notes if the aggregate principal amount of Notes
validly tendered and not withdrawn exceeds the Maximum Tender
Amount. If the aggregate amount of Notes validly tendered as of the
Early Participation Date is less than the Maximum Tender Amount,
holders who validly tender Notes at or prior to the Early
Participation Date will not be subject to proration, whereas
holders who validly tender their Notes after the Early
Participation Date may be subject to proration. Furthermore, if the
aggregate principal amount of Notes equals or exceeds the Maximum
Tender Amount as of the Early Participation Date, we will not
accept any Notes for purchase after the Early Payment Date and
there will be no Final Payment Date for the Notes.
Quebecor Media reserves the right at its sole discretion to
increase the Maximum Tender Amount at any time, subject to
compliance with applicable law.
None of Quebecor Media or its board of directors, the dealer
managers 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.
Quebecor Media has retained BofA Merrill Lynch and Citigroup to
serve as dealer managers 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) or Citigroup at (800) 558-3745
(toll free) or (212) 723-6106. 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) 937-2200 (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 Managers 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.
Operating Income
In its analysis of operating results, the Corporation defines
operating income, as reconciled to net income under IFRS, as net
income before amortization, financial expenses, gain (loss) on
valuation and translation of financial instruments, charge for
restructuring of operations, impairment of assets and other special
items, loss on debt refinancing and income tax. Operating income as
defined above is not a measure of results that is consistent with
IFRS. It is not intended to be regarded as an alternative to other
financial operating performance measures or to the statement of
cash flows as a measure of liquidity. It should not be considered
in isolation or as a substitute for measures of performance
prepared in accordance with IFRS. Management believes that
operating income is a meaningful measure of performance. The
Corporation uses operating income in order to assess the
performance of its investment in Quebecor Media. The Corporation's
management and Board of Directors use this measure in evaluating
its consolidated results as well as the results of the
Corporation's operating segments. This measure eliminates the
significant level of depreciation and amortization of tangible and
intangible assets and is unaffected by the capital structure or
investment activities of the Corporation and its segments.
Operating income is also relevant because it is a significant
component of the Corporation's annual incentive compensation
programs. A limitation of this measure, however, is that it does
not reflect the periodic costs of tangible and intangible assets
used in generating revenues in the Corporation's segments. In
addition, measures like operating income are commonly used by the
investment community to analyze and compare the performance of
companies in the industries in which the Corporation is engaged.
The Corporation's definition of operating income may not be the
same as similarly titled measures reported by other companies.
Quebecor Media Inc.
Quebecor Media Inc. is a subsidiary of Quebecor Inc. (TSX:QBR.A)
(TSX:QBR.B), one of Canada's most important holding company
operating in the telecommunications and media businesses. With more
than 16,000 employees, Quebecor Media Inc., through its subsidiary
Videotron Ltd., is an integrated communications company engaged in
cable television, interactive multimedia development, Internet
access services, cable telephone services and mobile telephone
services. Through Sun Media Corporation, Quebecor Media Inc. is the
largest publisher of newspapers in Canada. It also operates
Canoe.ca and its network of English and French language Internet
properties in Canada. In the broadcasting sector, Quebecor Media
Inc. operates, through TVA Group Inc., the number one French
language general interest television network in Quebec, a number of
specialty channels and the SUN News English language channel.
Another subsidiary of Quebecor Media Inc., Nurun Inc., is a major
interactive technologies and communications agency with offices in
Canada, the United States, Europe and Asia. Quebecor Media Inc. is
also active in magazine publishing (TVA Publishing Inc.), book
publishing and distribution (Sogides Group Inc. and CEC Publishing
Inc.), the production, distribution and retailing of cultural
products (Archambault Group Inc. and TVA Films), video game
development (BlooBuzz Studios, L.P.), DVD, Blu-ray disc and
videogame rental and retailing (Le SuperClub Videotron Ltd), the
printing and distribution of regional newspapers and flyers
(Quebecor Media Printing Inc. and Quebecor Media Network Inc.),
news content production and distribution (QMI Agency),
multiplatform advertising solutions (QMI Sales) and the publishing
of printed and online directories, through Quebecor
MediaPages(TM).
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. For additional information
regarding some important factors that could cause actual results to
differ materially from those expressed in these forward-looking
statements and other risks and uncertainties, and the assumptions
underlying the forward-looking statements, you are encouraged to
read "Item 3. Key Information - Risk Factors" as well as statements
located elsewhere in Quebecor Media's annual report on Form 20-F
for the year ended December 31, 2010. 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.
(1) See definition of Operating Income below.
(2) Management believes that the above estimated revenues and
operating income for the fiscal year ended December 31, 2011 have
been prepared on a reasonable basis, and all adjustments necessary
for a fair statement of the foregoing preliminary results have been
made. This preliminary financial data is unaudited and may be
subject to adjustments in connection with Quebecor Media's routine
year-end and audit procedures. Quebecor Media's actual results for
the fiscal year ended December 31, 2011 may differ from the
unaudited estimates stated above. In addition, readers are
cautioned that important factors, including those referenced below
under "Forward Looking Statements" may cause our actual audited
results to differ materially from our expectations. This
information is preliminary and should not be relied on as
necessarily indicative of our future actual results.
Contacts: Jean-Francois Pruneau Chief Financial Officer Quebecor
Inc. and Quebecor Media Inc. 514
380-4144jean-francois.pruneau@quebecor.com J. Serge Sasseville Vice
President, Corporate and Institutional Affairs Quebecor Media Inc.
514 380-1864serge.sasseville@quebecor.com
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