CanWest Media Mega-Deal

CanWest Global Communications Corp. (CanWest) and Hollinger International Inc. (Hollinger) announced on July 31, 2000 that they have entered into an agreement for the acquisition by CanWest of most of Hollinger’s Canadian newspaper, magazine and new media interests.

The deal, valued at $3.5 billion, includes 13 metropolitan English language dailies, a 50 per cent interest in the National Post, about 136 daily and weekly newspapers in smaller communities, 85 trade publications and directories in the Southam Magazine and Information Group and all of the Hollinger and Southam Internet properties.

Under the terms of the agreement, Hollinger will receive $2.2 billion in cash, approximately $600 million in the form of 24.3 million non-voting shares valued at $25 per share and 2.7 million multiple voting preferred shares valued at $28.75 per share. Hollinger will also hold $700 million of CanWest 10 year subordinated debentures. The deal, which is slated to close on October 2, 2000, is subject to regulatory approval.

Osler, Hoskin & Harcourt LLP represented CanWest under the direction of Richard Leipsic, CanWest’s Vice President and General Counsel and Pamela Harrod, CanWest’s Associate General Counsel. The Osler team consists of Linda Robinson, Doug Marshall, Alec Zimmerman, Andrew MacDougall, Carl DeLuca, Jonathan Lundy (corporate), David Tetreault, Jack Silverson (tax), Tim Kennish, Michelle Lally (competition), Paul Litner, Tony Devir (pensions), Lee Muirhead (IP and IT), Dan Kirby (environmental) and Jason Hanson (labour). Torys represented Hollinger under the direction of Peter Atkinson, Vice-President and General Counsel with assistance from Mark Kipnis, General Counsel at Hollinger International Inc. and Blair Mackenzie, General Counsel at Southam Inc. Torys’ team consists of Beth DeMerchant, Darren Sukonick, Melissa LaFlair, Peter Birkness, Jim Welkoff (tax), Charles Dalfen (CRTC issues), Dennis Mahony (environmental), Hugh O’Reilly (employment, pensions and benefits), Dan Dagan (real property), Jennifer Soward, Samantha Sheen, Faeron Trehearne, Jennifer Guerard and Ron Bouchard. James Riley of Ogilvy Renault is representing the lending syndicate to CanWest.