Quebecor Media Purchases Videotron Telecom Shares

On December 22, 2003, Quebecor Inc. and Quebecor Media Inc. announced that Quebecor Media had entered into an agreement with the Carlyle Group, to purchase the preferred shares held by Carlyle in Videotron Telecom Ltd., Quebecor Media’s business telecommunications venture. The acquisition was made for a purchase price with a value estimated on closing at approximately $125 million. A payment of $55 million was made to Carlyle at closing. The balance of the purchase price is subject to variation on the basis of the valuation of the common shares of Quebecor Media and is payable on demand at any time after December 15, 2004, but no later than December 15, 2008. Quebecor Media may, under certain conditions and if its shares are publicly traded at that time, pay the deferred portion of the purchase price by delivering common shares to Carlyle.

Quebecor Media was represented in-house by Frédéric Despars, director, legal; and Michel Ethier, director, taxation; and assisted by Ogilvy Renault, with a team that included Marc Lacourcière and Solomon Sananes (corporate) and Jules Charette (tax). Carlyle was represented by Stikeman Elliott LLP, with a team that included Sidney Horn and Jean Farley (corporate) and Luc Bernier (tax).