Videotron Ltd. Announces Final Results of its Tender Offer
Montréal, March 29, 2012- Videotron Ltd. (“Videotron”) today announced that, in connection with its previously announced cash tender offer (the “Tender Offer”) for Videotron’s 6 7/8% Senior Notes due January 15, 2014 (CUSIP 92658TAG3) (the “Notes”) which expired at 12:01 a.m., New York City time, on March 28, 2012(such date and time, the “Expiration Date”), the tender offer and information agent for the Notes under the Tender Offer has advised Videotron that US$1,140,000aggregate principal amount of the Notes has been validly tendered and not withdrawn pursuant to the Tender Offer at or prior to the Expiration Date that had not been previously validly tendered and not withdrawn at or prior to 5:00 p.m., New York City time, on March 13, 2012(the “Early Participation Date”). Such amount, together with the US$129,886,000aggregate principal amount of Notes previously accepted and purchased by Videotron as announced on March 14, 2012,represent approximately 33.17% of the aggregate principal amount of Notes outstanding immediately prior to the Early Participation Date.
Videotron today accepted for purchase US$1,140,000aggregate principal amount of Notes, at a purchase price ofUS$1,000.00 for each US$1,000.00 principal amount of Notes validly tendered after the Early Participation Date but at or prior to the Expiration Date and not withdrawn.In addition, all holders of Notes accepted for purchase in the Tender Offer will also receive accrued and unpaid interest on the Notes from the last interest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 payment date.Videotron intends to settle payment for the Notes accepted for purchase by no later than March 29, 2012.
Based on the foregoing, approximately US$263,974,000aggregate principal amount of Notes had not been tendered as of the Expiration 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.
This announcement does not constitutean 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 was 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.
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 Québec 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 Québec households and organizations. For the seventh consecutive year, Videotron was named Québec’s most respected telecommunications company by Les Affaires magazine, based on a Léger Marketing survey.
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, 2011 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.
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