CanWest Completes National Television Network

CanWest Global Communications Corporation (CanWest) has finalized its effort to complete a national television network by acquiring the conventional television businesses owned by Western International Communications Inc (WIC). After two years of litigation over the interpretation of WIC’s coat-tail provisions, CanWest and Shaw Communications Inc. (Shaw) each acquired approximately half the WIC equity in May, 1998 under concurrent competing take-over bids. In November, 1999 CanWest signed an agreement with Shaw and Corus Entertainment Inc. (the public company into which Shaw spun-off its media assets in August, 1999) to divide WIC’s assets. The transaction closed on March 31, 2000 ending almost two years of negotiations between WIC and its shareholders. The consideration paid by Corus Entertainment included Corus Entertainment shares which CanWest privately placed at closing with Liberty CJR, Inc., a subsidiary of AT&T. The consideration paid by Shaw included Shaw shares which were publicly distributed at closing pursuant to subscription receipts issued by CanWest by prospectus immediately before closing.

Richard Leipsic, General Counsel, and Pamela Harrod, Associate General Counsel, of Canwest led on the deal and instructed a team from Torys that included Sharon Geraghty, Antonella Deo, Melissa LaFlair, Melanie Shishler, Aaron Emes and Peter Jewett, with tax advice from Lucia ten Kortenaar, John Unger, and Steve Richardson, CRTC advice from Charles Dalfen, litigation advice from Sheila Block and James Tory, competition advice from Philip de L. Panet and Jay Holsten and pension and benefits advice from Christina Medland. Shaw and Corus Entertainment were represented by Jeffrey Palmer and Warren Katz of Davies, Ward & Beck, David Spencer of Fraser Milner and, on tax, Vince Bjorndahl of Felesky Flynn.

Financing for CanWest’s purchase came in the form of amendments to an existing $1 billion facility and the establishment of a new $250 million facility which was provided by The Bank of Nova Scotia, as agent, and two syndicates of lenders. The financing transactions involved arrangements in various Canadian jurisdictions as well as Luxembourg, the Netherlands, Barbados and New Zealand.

Borden Ladner Gervais LLP’s Toronto office acted for The Bank of Nova Scotia and the lending syndicates. The financing team was led by Joanne Foot and James Mathers and included Larissa Tkachenko, Bruce Fowler, Robert MacLellan, Stephen Redican, Richard LeBlanc, Matthew Campbell and Colin Simpson. In addition, Donald Bird and Jonathan Jeske of the firm’s Vancouver office, David Whelan and Maria Doerksen of the firm’s Calgary office, and Michael Patry and Patricia Galella of the firm’s Montreal office assisted with aspects of the financing transactions involving matters of British Columbia, Alberta and Quebec law. General Counsel, Richard Leipsic, and Associate General Counsel, Pamela Harrod led CanWest’s financing team. CanWest’s outside counsel included Kevin Morris, Rhonda Maines, Libbie Evans, Nathan Verhagen and Jennifer Friesen of Torys, Angela Onesi of Fasken Martineau DuMoulin LLP, and Mark Beard of Pitblado Buchwald Asper in Winnipeg.