Quebecor's Application Against Osprey Dismissed

On July 5, 2007, Justice Colin Campbell rendered judgment in favour of Osprey Media Income Fund and Black Press Ltd., dismissing Quebecor Media Inc.'s application for declaratory and other relief. Quebecor's application sought to prevent Osprey from accepting a superior proposal to purchase all the units of Osprey made by Black Press.

The application arose out of the sale of Osprey. On May 31, 2007, Quebecor announced its offer to acquire all units of Osprey at a price of $7.45 per unit. On June 27, 2007, the Trustees of Osprey announced that Black Press had made a superior offer of $8.25 per unit, and Quebecor had until July 5, 2007 to match or exceed Black Press' offer. On June 29, 2007, Quebecor commenced an application to block the Black Press bid. Quebecor alleged the Black Press bid breached Black Press' obligations under a non-disclosure and standstill agreement with Osprey, and Osprey was not entitled to accept it as a superior proposal under the terms of the support agreement between Osprey and Quebecor. Osprey and Black Press replied that Black Press had not violated its non-disclosure and standstill obligations and Osprey was entitled to accept Black Press' offer.

Justice Campbell rendered judgment in favour of Osprey and Black Press on July 5, 2007. Quebecor increased its offer price to $8.45 per unit, representing an equity value of Osprey of approximately $414.4 million. On August 3, 2007, Quebecor announced the successful completion of its acquisition of Osprey.

Osprey was represented by Kent Thomson, Matthew Gottlieb, Matthew Milne-Smith and Philip Huynh of Davies Ward Phillips & Vineberg LLP. Black Press was represented by Chris Paliare and Margaret Waddell of Paliare Roland Rosenberg Rothstein LLP. The Quebecor team was lead by Marc Tremblay, vice-president, legal affairs, assisted by Ogilvy Renault LLP litigators Alan Mark, Susan Rothfels and Marc Kestenberg.