Rogers Media to acquire BV! Media at $0.40 in cash per share: Rogers Media expands with national ad network products and further into the Quebec Internet market
TORONTO and MONTREAL, Aug. 6 /CNW Telbec/ – Rogers Media Inc. (“Rogers
Media”) and BV! Media Inc. (“BV! Media”) today announced that they have
entered into a definitive agreement pursuant to which Rogers Media will
acquire all of the issued and outstanding Common Shares of BV! Media for
$0.40 in cash per share.
The all-cash consideration of $0.40 per Share values BV! Media at
approximately $25 million and represents a premium of approximately 100%
to the volume-weighted average trading price of the BV! Media shares for
the past 20 trading days on the TSX Venture Exchange.
“We are thrilled to have the BV! Media team join the Rogers family,”
said Claude Galipeau, SVP & GM, Digital Media, Rogers Media. “BV! Media
has an extensive line of ad solutions that we will incorporate into our
existing digital media sales offerings. In addition, the BRANCHEZ-VOUS!
network of sites in Quebec will give us greater reach in the Francophone
market. Upon closing, Rogers Digital Media will have an impressive set
of content offerings and digital sales solutions, including premium
brands, exclusive sales inventory on partner sites, channels targeting
key demographics, and performance media.”
“We are very pleased with this transaction for many reasons: it reflects
BV! Media’s true value and exemplifies our commitment to maximize value
for all our shareholders,” commented Gino Coutu, President, Ad network
and co-CEO of BV! Media. “Furthermore, it is occurring with a strategic
partner that has already demonstrated its respect for our organization
and our people, and it ensures total continuity with our trusted
partners and clients. This transaction is fully supported by the senior
“After fifteen years as a successful standalone business we are eager to
become part of one of Canada’s largest media companies and to have our
team and assets contribute to Rogers’ expansion in both digital media
and the Quebec market” commented Patrick Pierra, founder and co-CEO of
Certain shareholders of BV! Media, including Patrick Pierra, President,
Content and co-Chief Executive Officer, Gino Coutu, President, Ad
Network and co-Chief Executive Officer, Athanasios Vorias, Chief
Financial Officer, Lior Amar, Chief Technology Officer and Harold E.
Sharon, Director, who hold in the aggregate approximately 76% of the BV!
Media shares, have each entered into voting and support agreements with
Rogers Media pursuant to which they have irrevocably agreed to vote
their BV! Media shares in favour of the transaction (“hard lock-ups”).
The transaction will be effected by way of a statutory amalgamation of
BV! Media with a wholly-owned subsidiary of Rogers Media under the
Canada Business Corporations Act, requiring the approval of 66 2/3% of
the votes cast by holders of Common Shares of BV! Media. A special
meeting of shareholders of BV! Media will be held to consider the
transaction in the second half of September, 2010. Subject to receiving
the required BV! Media shareholder approval and to the satisfaction of
other customary conditions, it is anticipated that this transaction
would close shortly after the shareholder meeting.
Board Approves Unanimously
BV! Media appointed a Special Committee of the Board of Directors
comprised of three directors who are independent within the meaning of
Multilateral Instrument 61-101, namely Messrs André Bisson (Chairman)
and Jean-Pascal Lion, and Ms. Martine Guimond. The proposed transaction
has been approved unanimously by the Board of Directors of BV! Media
(with interested directors abstaining) following the report and
favourable unanimous recommendation of the Special Committee. In doing
so, the Board of Directors determined that the transaction is fair to
BV! Media shareholders and in the best interests of BV! Media and
authorized the submission of the transaction to shareholders. The Board
of Directors of BV! Media has also determined unanimously (with
interested directors abstaining) to recommend that shareholders of BV!
Media vote in favour of the transaction.
In reviewing the transaction, the Special Committee received an opinion
from National Bank Financial Inc. to the effect that the consideration
to be received pursuant to the transaction is fair, from a financial
point of view, to the shareholders of BV! Media. A copy of the fairness
opinion, factors considered by the Special Committee and the Board of
Directors and other relevant background information will be included in
the management information circular that will be sent to BV! Media
shareholders in connection with the special meeting of shareholders to
consider the transaction.
Speaking on behalf of the Special Committee, André Bisson said: “We are
confident that the proposed transaction is the best outcome for all BV!
Media’s shareholders and we recommend them to support it”.
Other Transaction Terms
The definitive agreement contains customary provisions prohibiting BV!
Media from soliciting competing acquisition proposals and providing
Rogers Media with a right to match any unsolicited competing acquisition
proposal which the Board of Directors of BV! Media determines, in the
exercise of its fiduciary duties, to be superior to the transaction
contemplated by the definitive agreement. In the event that Rogers Media
does not match such a superior proposal, the Board of Directors of BV!
Media will be entitled to change its recommendation and Rogers Media
will then have the option to either terminate the definitive agreement
and be paid a termination fee of $750,000 or force BV! Media to hold the
special meeting of shareholders to vote on the transaction contemplated
by the definitive agreement.
Availability of Documents
A copy of the definitive agreement, the support and voting agreements,
the fairness opinion and certain related documents will be filed with
relevant Canadian provincial securities regulators and will be available
at the SEDAR website at www.sedar.com in due course. The management
information circular in connection with the special meeting of
shareholders to consider the transaction is expected to be mailed to
shareholders over the coming weeks.
About Rogers Media Inc.
Rogers Media Inc., a division of Rogers Communications Inc., (TSX: RCI;
NYSE: RCI), operates Rogers Broadcasting and Rogers Publishing. Rogers
Broadcasting has 53 AM and FM radio stations across Canada. Television
properties include 5 Citytv stations as well as five OMNI multicultural
television stations. Rogers Sportsnet, Canada’s live event leader, is
comprised of four channels, all of which are available nationally and in
high definition, and the Shopping Channel, is a televised and Internet
shopping service. Rogers Publishing produces many well-known consumer
magazines such as Maclean’s, Chatelaine, Flare, L’actualité and Canadian
Business, and is the leading publisher of a number of industry, medical
and financial publications. All media properties are integrated with
their own popular web sites. Rogers Media also owns The Toronto Blue
Jays Baseball Club and Rogers Centre, a year-round sports and
About BV! Media Inc.
BV! Media is a leading Canadian Internet advertising network,
representing exclusively over 400 top-tier publishers with a combined
reach of over 15 million unique visitors per month in Canada, and the
publisher of the BRANCHEZ-VOUS! news and information portal.
BV! Media is listed on the TSX Venture Exchange under the symbol BVM and
has approximately 60.5 million shares outstanding. Additional
information on the Corporation can be obtained on SEDAR and at
Neither the TSX Venture Exchange nor its Regulation Services Provider
(as that term is defined in the policies of the TSX Venture Exchange)
accepts responsibility for the adequacy or accuracy of this release.