Quebecor Media Inc. (“QMI”) announced today that it has acquired 17,300,259 Class B shares, non-voting, participating, without par value (“Class B Non-Voting Shares”) of TVA Group Inc. (“TVA”) under TVA’s rights offering at a total cost of approximately $97.9 million or $5.66 per share. The purchase represents approximately 89.02% of the Class B Non-Voting Shares offered under the rights offering.
Prior to the completion of the rights offering, QMI owned7,920,593 Class B Non-Voting Shares, representing approximately 40.72% of the outstanding Class B Non-Voting Shares. Upon the completion of the rights offering, QMI owned an aggregate of 25,220,852 Class B Non-Voting Shares, representing approximately 64.86% of the outstanding Class B Non-Voting Shares. Taking into account the 4,318,512 Class A common shares voting, participating, without par value held by QMI, QMI now beneficially owns an aggregate equity interest in TVA of approximately 68.37 %, representing an increase of approximately 16.88% from its pre-rights offering aggregate equity interest.
Under a Standby Commitment Agreement between QMI and TVA dated January 16, 2015 (the “Standby Commitment Agreement”), QMI agreed, among other things, and subject to certain terms, conditions and limitations set out in the Standby Commitment Agreement, to exercise its basic subscription privilege in full and to purchase all Class B Non-Voting Shares not otherwise acquired under the rights offering (the “Standby Shares”) by holders of rights pursuant to the basic subscription privilege and the additional subscription privilege (the “Standby Commitment”).
As QMI completed its acquisition of Class B Non-Voting Shares under TVA’s rights offering pursuant to the basic subscription privilege and the additional subscription privilege, as described in TVA’s final short form prospectus dated February 4, 2015, no Standby Shares were acquired by QMI.
In consideration for providing the Standby Commitment, QMI received a fee of $1.1 millionfrom TVA, equal to 1.0% of the aggregate gross proceeds of the rights offering, which fee was paid on March 20, 2015.
The acquisition by QMI of the Class B Non-Voting Shares under TVA’s rights offering was made for investment purposes and QMI has no present intention of acquiring additional securities of TVA. Depending upon its evaluation of the business, prospects and financial condition of TVA, the market for TVA’s securities, general economic and other factors, QMI may directly or indirectly acquire or sell securities of TVA through market transactions, private agreements, other treasury share issuances or otherwise in accordance with applicable securities laws.
Quebecor Inc. owns, directly or indirectly, a 75.36% interest in QMI and as such is deemed to be a joint actor of QMI. Pierre Karl Péladeau owns or controls, directly or indirectly through Holding Péladeau Inc., Les Placements Péladeau Inc. and Gestion MTRP Inc. shares to which are attached 73.85% of all of the voting rights attached to Quebecor Inc.’s outstanding voting securities. This press release does not constitute an admission that these entities and individual are joint actors with QMI.