Bell Globemedia Acquires CHUM

On July 12, 2006, Bell Globemedia announced an offer to acquire all of the issued and outstanding common shares and non-voting Class B shares of CHUM at a cash price of $52.50 per common share and C$47.25 per non-voting Class B share. The offer established a $1.7 billion enterprise value for CHUM.

Bell Globemedia and CHUM entered into a support agreement under which CHUM agreed to support the offer and CHUM's controlling shareholders, The Estate of Allan Waters and various related entities, entered into a lock-up agreement with Bell Globemedia under which they agreed to tender their shares to the offer, which represented approximately 88.6 per cent of the outstanding common shares and approximately 13.2 per cent of the outstanding non-voting Class B shares.

The offer expired on September 12, 2006. Bell Globemedia now owns more than 99 per cent of the outstanding common shares and more than 98 per cent of the issued and outstanding non-voting Class B shares. Bell Globemedia is acquiring the remaining common shares pursuant to a compulsory acquisition and intends to acquire the remaining non-voting Class B shares pursuant to a subsequent acquisition transaction.

All common shares acquired under the offer were placed in the hands of an independent trustee pursuant to a voting trust agreement approved by the CRTC. Pursuant to this voting trust agreement, such common shares will be voted by the trustee and control of CHUM will reside with the trustee pending consideration by the CRTC of Bell Globemedia's application for approval of its acquisition of control of CHUM. The Competition Bureau's review of the proposed acquisition, which has not been completed, will continue while the voting trust arrangements are in effect.

Bell Globemedia's legal team was led by André Serero, group vice president, legal and corporate secretary, and Kevin Assaff, vice president and general counsel, and was assisted by a team from Torys LLP that included Richard Balfour, Michael Siltala, Cornell Wright, Victoria Blond, Jennifer Lennon and Patricia Randell (corporate and securities); David Seville and Danial Lam (shareholder financing); Jay Holsten, Carolyn Naiman and Sue-Anne Fox (competition); Jim Welkoff and Kathy Moore (tax); Christina Medland and Nadine Côté (pension and employment); Don Roger and Joanna Dybel (real estate); Robin Coster and Eric Boehm (IP and technology); and Dennis Mahony (environmental). Bell Globemedia was assisted on CRTC matters by a team from Goodmans LLP that included Kathy Robinson, Rob Malcolmson, Clare Roughneen and Monique McAlister.

CHUM's legal team was led by Denise Cooper, vice president, business & legal affairs, general counsel and secretary and Andrew Heitelman and Christina Litz, directors, business & legal affairs. Both CHUM and its controlling shareholders were represented by a team from Fasken Martineau DuMoulin LLP, including Jon Levin, Roxanne McCormick, Sean Stevens, Aaron Atkinson, Janice Javier, Krisztian Toth, Dan Rankin and Karoline Kralka (corporate); Doug New and Huy Do (competition); Neil Smiley and Dan Law (real estate), Alan Schwartz and Mitchell Thaw (tax); Barbara Miller (communications), Peggy McCallum (pensions) and Katherine Pollock (employment).

The special committee established by the board of directors of CHUM in connection with the transaction was represented by a team from Blake, Cassels & Graydon LLP, including David Jackson and Bliss White. In addition, Blakes acted as special counsel to CHUM Limited in matters where Fasken Martineau had a conflict.

Bell Globemedia secured $1.4 billion of debt and equity financing for the CHUM acquisition. In connection with the debt financing, Bell Globemedia's in-house legal team was assisted by Torys LLP with a team that included Adam Delean, Tom Zverina and Nadine Rockman. Bell Globemedia's lenders were represented by Michael Matheson and Dale Seymour of Osler Hoskin & Harcourt LLP and James Riley (now with Goodmans LLP) and Andrew Welsh of Ogilvy Renault LLP.