Videotron Ltd. ("Videotron") today announced the early acceptance
of tendered 6 7/8% Senior Notes due January 15, 2014 (CUSIP
92658TAG3) (the "Notes") in connection with its previously
announced cash tender offer (the "Tender Offer"). The Tender Offer
is being made pursuant to an Offer to Purchase (the "Offer to
Purchase") dated February 29, 2012 and the related Letter of
Transmittal.
The tender and information agent for the Notes under the Tender
Offer has advised Videotron that US$129,886,000 aggregate principal
amount of the Notes had been validly tendered and not withdrawn
pursuant to the Tender Offer at or prior to 5:00 p.m., New York
City time, on March 13, 2012 (the "Early Participation Date"). Such
amount represents approximately 32.88% of the aggregate principal
amount outstanding of Notes.
Videotron today accepted for purchase, in accordance with the
previously announced terms of the Tender Offer, all Notes validly
tendered and not withdrawn pursuant to the Tender Offer at or prior
to the Early Participation Date, representing US$129,886,000
aggregate principal amount of Notes, at a purchase price of
US$1,001.25 for each US$1,000.00 principal amount of Notes
accepted, plus accrued and unpaid interest to but excluding the
payment date. Videotron intends to settle payment for the Notes
accepted for purchase by end of today.
Based on the foregoing, US$265,114,000 aggregate principal
amount of Notes had not been tendered as of the Early Participation
Date and may be validly tendered by holders until 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"). Holders of Notes
validly tendered after the Early Participation Date but at or prior
to the Expiration Date, and accepted for purchase will receive the
applicable Tender Offer Consideration, but not the Early
Participation Amount, specified in the Offer to Purchase. In
addition, all holders of Notes accepted for purchase in the Tender
Offer will also receive accrued and unpaid interest on the Notes
from the last interest payment date to, but not including, the
applicable payment date. As announced on February 29, 2012,
Videotron intends to redeem, on March 30, 2012, all of the Notes
not validly tendered and accepted in the Tender Offer at a price
equal to 100.000% of such Notes, plus accrued and unpaid interest
pursuant to the terms of the indenture governing the Notes.
The terms of the Tender Offer remain unchanged and are as set
forth in the Offer to Purchase. Videotron anticipates that it will
accept for purchase and pay for all Notes validly tendered at or
prior to the Expiration Date and not validly withdrawn or
previously accepted on the date hereof 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 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 (an "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
and will not be qualified for sale to the public under applicable
Canadian 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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