TVA Group, a subsidiary of Quebecor Media, announced today that it has signed an agreement to acquire Vision Globale’s assets for a total purchase price of approximately $118 million.

 

This transaction is subject to approval by the Competition Bureau. Upon completion of the transaction, the acquired operations will become part of TVA Group within the Media Group segment of Quebecor Media.

 

The purpose of this asset acquisition is to invest in growth sectors that are a good fit with TVA Group’s current activities, with the effect of diversifying our sources of revenues which are currently largelydependent on our conventional television network’s advertising. We began this shift several years ago when we moved our magazines to TVA Group’s product portfolio and continued it more recently with the launch of our specialty channels, notably TVA Sports. With this transaction, we are keeping assets and expertise right here in Québec, which should benefit not only our economy but also the people who work in film and television.

Vision Globale has distinguished itself in the film and television industry with its soundstage and equipment leasing and post-production services. The assets to be acquired include Mel’s Cité du cinéma in Montréal and Studios Melrose in Saint-Hubert, which facilities are used for both local and foreign film and television production, including American blockbusters. With the acquisition of the assets of Vision Globale, we will also be bringing on board a talented and competent team of seasoned managers and employees, said Julie Tremblay, President and CEO of Media Group and TVA Group. Together, we will implement a growth plan that will bear fruit in the near future.

Financing

This transaction will be financed by a $75 million bridge loan from Quebecor Media, with the balance to be financed using TVA Group’s cash-on-hand and credit facilities. The terms and conditions of the 3-month bridge loan (renewable for an additional 3 months at TVA Group’s option) have been approved by TVA Group’s independent directors.

 

In connection with this transaction, TVA Group modified, on November 3, 2014, the terms and conditions of its bank credit facilities to increase the size of its revolving credit facilities from $100 million to $150 million, to extend their term by two years until February 24, 2019, and to replace the existing $75-million term loan maturing on December 11, 2014 by a new term loan of an equivalent amount and maturing on November 3, 2019. Moreover, TVA Group granted a security on all of its movable assets and an immovable hypothec on its head-office building as part of the modification of the terms and conditions of its bank credit facilities.

 

In connection with the financing of the transaction, TVA Group plans to rebalance its capital structure (including repayment of the bridge loan) by issuing rights to subscribe to TVA Group Class B shares in the amount of approximately $100 million, to be offered to all shareholders (Class A and B). The specific conditions of the rights will be determined at a later date, but Quebecor Media has already advised TVA Group that it would agree to acquire all unexercised rights at expiry. 

 

This press release is not intended to form the basis of any investment decision and there can be no assurance that the transaction will close or that a right or security offering will be undertaken or completed in whole or in part or of the timing of any such offering. No securities will be offered or sold in the United States or to U.S. persons absent registration under the Securities Act of 1933 of the United States or the availability of an applicable exemption from such registration. This press release does not constitute a solicitation of an offer to purchase, or an offer to sell, securities in the United States or elsewhere.

Conference call for financial analysts, today at 11 a.m.

Julie Tremblay, President and CEO of Media Group and TVA Group, and Denis Rozon, Vice President and Chief Financial Officer of Media Group and TVA Group, will host a conference call for financial analysts today, November 13, 2014, at 11 a.m. Media are welcome to join this call in "listen only" mode.

 

• Wednesday, November 13, at 11 a.m.
  Call-in number: 514-798-5456 or 1-877-293-8052
  Access code for participants: 37329#