Quebecor Media Inc. ("Quebecor Media") today announced the early
acceptance of tendered 7 3/4% Senior Notes due March 15, 2016
(CUSIP 74819RAG1) (the "Notes") in connection with its previously
announced cash tender offer (the "Tender Offer") to purchase up to
US$260,000,000 in aggregate principal amount of Notes (the "Maximum
Tender Amount"). 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 Quebecor Media that US$78,527,000 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withdrawn pursuant to the Tender Offer at or prior to 5:00 p.m.,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 14, 2012 (the "Early Participation
Date"). Such amount represents approximately 14.96% of the
aggregate principal amount outstanding of Notes.
Quebecor Media 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validly tendered and not withdrawn pursuant to the Tender Offer at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$78,527,000 aggregate principal amount of Notes, at a purchase
price of US$1,028.33 for each US$1,000.00 principal amount of Notes
accepted, plus accrued and unpaid interest to but excluding the
payment date. Quebecor Media intends to settle payment for the
Notes accepted for purchase by end of today.
Notes 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, subject to the
Maximum Tender Amount and proration, if applicable, 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 March 14, 2012, Quebecor Media intends to
redeem, on April 13, 2012, US$100,000,000 aggregate principal
amount of Notes outstanding on April 13, 2012 at a price equal to
102.583% 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. Quebecor Media 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, subject
to the Maximum Tender Amount and proration, if applicable, or
previously accepted on the date hereof, within two business days
following the Expiration Date.
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 (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.
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
(U.S. toll free) or (212) 723-6106 (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)
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
and will not be qualified for sale to the public under applicable
Canadian securities laws.
About Quebecor Media
Quebecor Media Inc. is a subsidiary of Quebecor Inc. (TSX:
QBR.A, QBR.B), one of Canada's largest telecommunications and media
holding companies. Quebecor Media has over 16,000 employees in a
number of media-related operating companies: Videotron Ltd., an
integrated communications company engaged in cable television,
interactive multimedia development, Internet access services, cable
telephone service and mobile telephone service; Sun Media
Corporation, the largest publisher of newspapers in Canada;
Canoe.ca, operator of a Canadian network of English- and
French-language Internet properties; TVA Group Inc., operator of
the largest French-language conventional television network in
Quebec, a number of specialty channels, and the English-language
Sun News Network; and Nurun Inc., a major interactive technologies
and communications agency with offices in Canada, the United
States, Europe and Asia. Quebecor Media Inc. is engaged in magazine
publishing (TVA Publishing Inc.); book publishing and distribution
(Sogides Group Inc. and CEC Publishing Inc.); production,
distribution and retailing of entertainment products (Archambault
Group Inc. and TVA Films); rental and retailing of DVDs, Blu-ray
discs and console games (Le SuperClub Videotron ltee); printing and
distribution of community newspapers and flyers (Quebecor Media
Printing Inc. and Quebecor Media Network Inc.); production and
dissemination of news content (QMI Agency); multiplatform
advertising (QMI Sales); and print and online directories (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. 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 Quebecor Media'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 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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