Gesca and Torstar Purchase Bell Globemedia's Interest in Workopolis

On October 26, 2006, Gesca Ltd., a subsidiary of Power Corporation of Canada, and Torstar Corporation purchased Bell Globemedia Inc.'s 40 per cent interest in the Workopolis partnership (www.workopolis.com) and increased their respective interests to 50 per cent. Prior to completing the transaction, each of Torstar (through its subsidiary Toronto Star Newspapers Limited) and Bell Globemedia Inc. (through its subsidiary The Globe and Mail) held a 40 per cent interest and Gesca held a 20 per cent interest.

The transaction valued Workopolis at $300 million and included cash consideration of $115 million for Bell Globemedia's 40 per cent share. Gesca contributed $86.25 million (three quarters) and Torstar $28.75 million (one quarter) to the cash component. Workopolis is Canada's leading Internet-based careers and recruitment business. It was formed by The Globe and Mail in 1998 as globecareers.com. When Torstar joined in 2000, the business was renamed Workopolis. Gesca, owner of Quebec's leading daily newspapers, joined Workopolis as a minority owner in 2002.

Gesca's legal team was comprised of Philippe-Denis Richard, vice-president, general counsel and secretary, and Emmanuelle Cartier, legal counsel, while Torstar's was comprised of Marie Beyette, vice president, general counsel and corporate secretary, and Chris Goodridge, director corporate development and legal counsel. Gesca and Torstar were assisted by a team from Blake, Cassels & Graydon LLP led by André Perey and including Kurt Sarno and Stefan Timms (corporate) and Jeff Trossman (tax).

Bell Globemedia (BGM) was represented by Andre Serero, BGM's group vice president, legal and corporate secretary, Kevin Assaff, BGM's vice president and general counsel, and Sue Gaudi, vice president and general counsel for The Globe and Mail, with assistance from Mike Siltala and Jennifer Lennon of Torys LLP.