II\'S THE STUFF GREAT CANADIAN NOVELS ARE MADE OF. Company A sees Company B coyly strutting its shares and financial results on the corporate catwalk and is filled with desire. Being a chivalrous and honourable company, Company A cautiously approaches Company B with a formal proposal. Company B bats its eyelashes, demurs, but is intrigued. Talks ensue, and things move forward quickly, until a prenup is signed and the engagement is announced in the media. And then, the plot thickens, and the Harlequin romance turns into Romeo and Juliet. For waiting in the stage wings and observing are Companies C and D.
Company C is a part shareholder in Company B and, for reasons best known to itself and its historical role in the Quebec economy, does not want Company A to buy its baby—however diluted its parental interest now is. Company C is quite willing to consider a marriage for Company B, but it must be one with an appropriate suitor. And, as fate would have it, there’s Company D.
Company D has had a thing for Company B ever since Company B came into its own and started playing the field. However, Company D has never had the financial wherewithal to screw up its courage. But a rival—and with perhaps the encouragement of the parental Company C—galvanizes it into immediate action. A maelstrom ensues—Company A refuses to be jilted at the altar, Company B is initially unwilling to abandon a bird in the hand for two in the bush (can it really trust Company A’s rivals?), and Companies C and D press their suit onward in tandem. As the Montagues and Capulets duke it out in the boardroom, in the courtroom, and on the pages of the daily press, the Shakespearean drama turns into War And Peace…a saga without end.
IT WAS PERHAPS THE MOST EXCITING chapter in the ongoing Canadian media wars—the battle for Le Groupe Vidéotron ltée (Vidéotron) between Rogers Communications Inc. (Rogers) and partners-in-opposition Quebecor Inc. (Quebecor) and la Caisse de dépôt et placement du Québec (the Caisse). It kept almost a dozen law firms in the clover for the duration of 2000, manipulated media headlines, and played off nasty nationalistic feelings in both Quebec and Ontario. When it finally reached its dénouement in the fall of 2000—the epilogue is still to come, in the form of the CRTC decision expected in June 2001—Vidéotron went to Quebecor and the Caisse for a cool $5.9 billion, and Rogers walked away with a $241 million break-up fee.
The saga formally started on February 7, 2000, when Rogers and Vidéotron announced an agreement to proceed with a plan of arrangement under the Quebec Companies Act by which each share of Vidéotron would be exchanged for 0.925 of non-voting Class B share stock in Rogers.
The two communication companies reported significant synergies. Rogers, the largest cable company in Canada, also owns other media assets including magazines and newspapers. Vidéotron, a major player in the Quebec market, had cable, Internet service, television production, broadcasting, and video retail assets. Together, they would form the largest Canadian broadband communications company, reaching 5.1 million homes, 3.7 million cable customers, and 260,000 high-speed Internet access customers. Or maybe not.
Rumours of the merger preceded the formal announcement by some days, and it was also in the early part of February that both Quebecor and the Caisse briefed Montreal counsel Ogilvy Renault, led by Marc Lacourcière, and Davies Ward Phillips & Vineberg LLP, led by Sylvain Cossette, respectively, who would see the transaction through to the end.
Quebecor had been transforming itself from a commercial printer—the largest in the world—into a major media mogul. It had recently acquired the Sun Media Corporation chain of newspapers, and in addition to the TQS television network, it owned a number of Quebec dailies and weeklies, as well as the e-portals canoe.ca and Netgraphe Inc. Owning Vidéotron would give it “pipes” and, it hoped, help it compete and survive in the consolidating communication market. The Caisse, the powerful pension fund of the Quebec government, had a stake in Vidéotron, a relationship of long-standing with Quebecor, and its own agenda.
Through most of February and March, the intentions of Quebecor and the Caisse were known only to themselves and their lawyers. The corporate team at Ogilvy Renault called the file “Project Voodoo” and, to everyone on the outside, it looked like nothing short of a little black magic would dismantle the deal Rogers had sewn up. In the other camp, the Rogers and Vidéotron lawyers continued the work they had started in January.
“On January 24, 2000, Rogers had offered one share per one share of Vidéotron, and it included everything,” recalls François Ramsay, Vidéotron’s Vice-President, Legal Affairs and Secretary until December 23 of last year. “It included, specifically, TVA. Ted Rogers presented the offer himself, and on the other side was Claude Chagnon.”
“January 24 was the first meeting,” agrees Alexandra Hoy, chair of the business group at Lang Michener in Toronto, and one of the lawyers involved on behalf of Rogers in the transaction. “Albert Gnat [Q.C., of Lang Michener] and Jim Turner [of Torys] were both at the table.” Under the direction of Rogers’ General Counsel David Miller, Torys and Lang Michener dealt with most of the corporate aspects of the transaction, with Lang Michener focusing on due diligence on Vidéotron and Competition Act issues. Other firms supporting Rogers included Johnston & Buchan LLP in Ottawa on regulatory issues and Fasken Martineau DuMoulin LLP in Montreal. “Robert Paré [of Faskens] really took charge of the Montreal part,” says Albert Gnat. “We were involved at the outset in supporting Torys.”
In the legal camp of Vidéotron, quarterbacked by Ramsay, were McCarthy Tétrault on behalf of the company, Claude-Armand Shep-pard of Robinson Sheppard Shapiro on behalf of the Chagnon family, and Stikeman Elliott representing a special committee of Vidéotron’s Board of Directors.
Montreal was the locus of the transaction from the get-go, home to the two major shareholders of Vidéotron—the Chagnon family, who jointly controlled just over 80 per cent of the shares, and the Caisse, which owned just under 20 per cent. And keeping the Caisse, whose 15-year-old shareholder agreement with the Chagnons would become the means by which Quebecor would halt the Rogers agreement, informed was a priority for both Rogers and Vidéotron.
“The next day they went to see Pierre Belanger, the president of Capital Communications [Capital Communications CDPQ Inc., a subsidiary of the Caisse]... the factual thing is, they went to see him the next day,” stresses Ramsay. The Caisse, confirms Warren Goodman at McCarthys, was informed of the Rogers offer right away.
“For the next week or so, the lawyers negotiated the so-called support agreement with the company and the lock-out agreement with the shareholders,” says Benjamin Silver at McCarthys. “The main problem occurred about halfway through, when the requirement was made by the Chagnons that TVA be excluded. At that point, the deal was no longer one share for one share—we had to figure out a new price.”
TVA—the most widely watched television station in Quebec—got carved out hours before the agreement was announced—the evening of Sunday, February 6. As a result, a lot of the first week’s legal work was scrapped, and the structure of the Rogers bid changed.
On February 14, Rogers and Vidéotron executed the definitive form of merger agreement, and the Chagnon family and Rogers signed the support letter relating to the agreement. The provisions of these agreements, inter alia, prevented Vidéotron from entertaining other offers and entitled Rogers to a $241 million break-up fee if the intended merger was terminated by Vidéotron.
Vidéotron lawyers then set to work preparing an information circular, which was mailed to Vidéotron shareholders on February 25. A special general meeting of the shareholders was called for Monday, March 27, to vote on the agreement. And on Friday afternoon, March 24, Project Voodoo came out of the boardroom into the courtroom.
“WE WERE ALL IN MONTREAL getting ready for the closing the day the injunction happened,” remembers Hoy. “These things are always interesting,” she says, but the tactics of the Caisse, coming a business day before the intended closing of the deal, caught everyone at Rogers and Vidéotron off-guard.
On the last business day before the shareholders’ meeting that would seal the deal, Quebecor and the Caisse announced their agreement in principle to put forward an alternative proposal for Vidéotron. At the same time, the Caisse moved to obtain a provisional injunction preventing the Chagnon family from voting on the Rogers proposal on March 27—effectively blindsiding the Rogers-Vidéotron merger.
According to Silver at McCarthys: “The meeting was to be on a Monday, and on Friday morning I got a call from François Ramsay, telling me there was going to be an injunction that afternoon. So on the last day, the last business day before the meeting, we get a call saying that the Caisse was going to take out an injunction to prevent the Chagnon family from voting at the meeting. Of course, that meant the plan of arrangement could not possibly be approved, because the Chagnon family had voting control.”
According to Ramsay at Vidéotron, the Caisse told him early Friday morning to cancel the Monday meeting or they would serve the Chagnons with an injunction. “I told them, I can’t cancel the meeting unless my board approves that,” explains Ramsay. “A special emergency board meeting was held at noon…. And, it was difficult from a legal standpoint, because the board said we cannot call the meeting off because we do not have another offer on the table. How can we cancel the meeting without having a good, valid offer first—something we can show our shareholders? And the decision was made by the board that we cannot cancel the meeting unless the court tells us to.” At 2 p.m. the court told them to.
“I first saw the injunction at about noon on Friday and it was presentable at two o’clock that afternoon,” says Graham Nesbitt, a senior partner in the litigation department at McCarthy Tétrault. “It was a huge document—30 or more pages, single spaced, with affidavits attached. It is no exaggeration that we had hardly read the thing by the time we went to court.”
“We knew it was sort of a lost cause that afternoon,” admits Nesbitt. And while frustrating, the opposing counsel admit it was tactically a clever opening shot on the Caisse’s part, whose legal moves were quarterbacked by Corporate Counsel Claude Bergeron and a litigation team from Davies Ward Phillips & Vineberg LLP. “They could have served it easily a few days prior,” says Nesbitt. As it was, they caught Rogers and Vidéotron with their pants down.
“I was vaguely aware that this case may become litigious,” says Fasken Martineau DuMoulin LLP’s Serge Guérette, one of the lead litigators on the file for Rogers. When it did, Guérette’s first job was to make sure the Caisse did not succeed in immediately dismissing the arrangement between Vidéotron and Rogers. “Initially, the Caisse was attempting a coup which would terminate the proposed deal with Rogers within 72 hours,” Guérette explains.
“The interlocutory injunction, which was the only decision of the court, was significant,” explains litigator Robert Mongeon at Davies who, along with partner William Brock, carried the ball on behalf of the Caisse. Sylvain Cossette co-ordinated the corporate strategy. “Vidéotron with Rogers was interested in calling a special meeting of the shareholders to ratify the plan of arrangement. The issuance of the interlocutory injunction, of course, made this not happen. That is in and of itself something which is not common in the corporate mergers and acquisitions world to have a court intervene or to be obliged to go seek the intervention of the court in order to avoid a situation of fact, which would be irreversible.”
The Caisse had to obtain the injunction to keep the door on Vidéotron open. “There was no other alternative but to address the court on that issue in order to avoid the consequences of the meeting the following week, which would have for all intents and purposes consummated the deal without having the possibility of getting the legal issues debated,” Mongeon sums up.
The actions of the Caisse weren’t totally without warning, clarifies Warren Good-man, who co-ordinated McCarthys’ representation of Vidéotron. “There was a letter from them prior to the injunction saying that they hadn’t consented to the offer,” he says. Ramsay recalls the letter and dismisses it as “a very lukewarm lawyer’s letter” that did not reveal the Caisse’s intentions at all. “I think one of the issues that the Chagnons were dealing with was that they wanted to act in a gentlemanly fashion,” says Ramsay. “I remember we argued sometimes about getting the lawyers more involved, about legalizing the exchange of letters and so forth, and Mr. Chagnon felt that he wanted this to be kind of mellow.”
AS ROGERS AND VIDÉOTRON SWITCHED gears from transactional to litigious, the March 27 shareholders’ meeting was adjourned and on March 31 Quebecor presented Vidéotron and the Chagnons with a letter containing the alternative proposal. Under the proposal, Quebecor offered Vidéotron shareholders $28.41 per share in cash and the balance as shares in Quebecor Media, the company created by Quebecor Inc.—and the Caisse—to facilitate the transaction. Quebecor valued the combined cash-and-shares offer at $48 a share. Vidéotron was underwhelmed.
“The first Quebecor-Caisse deal was impossible to value because it involved putting together a whole bunch of private companies that people had no information on,” Benjamin Silver explains. In Vidéotron’s opinion, there was still just one deal on the table—the Rogers proposal. The general public was confused. Quebecor Media what?
“Quebecor Media was a new company that was formed with the majority shareholder being Quebecor and the minority shareholder being a subsidiary of the Caisse, Capital Communications CDPQ,” summarizes Allan Mass, Managing Partner and a senior corporate at Fraser Milner Casgrain’s Montreal office. Mass acted on behalf of the Royal Bank of Canada, RBC Dominion Securities Inc., and the syndicate of lenders in financing the final, all-cash Quebecor bid for Vidéotron. “Those two companies incorporated Quebecor Media. The shareholding is approximately 55 per cent for Quebecor, and 45 per cent for the Caisse. Quebecor also transferred certain of its media assets to Quebecor Media, and the Caisse subsidiary transferred cash,” as well as some assets—specifically, its shares in Vidéotron.
“Quebecor was asset-rich, but couldn’t find the cash [to buy Vidéotron],” says Mass. The Caisse had cash. The result was Quebecor Media, into which the Caisse poured cash and Quebecor transferred assets. The 55/45 split, however, would come later. As at March 31, the Caisse, through Capital Communications CDPQ, invested $435 million cash in the new company, and controlled 14 per cent of it.
Vidéotron’s board promptly rejected the competing proposal on April 4, stating the information supplied did not enable it to assess the value of the equity portions of the proposal or to determine if the proposal was more favourable to Vidéotron shareholders. The board also questioned whether the proposal had been duly approved by Quebecor’s board of directors. And, stressing its lack of faith in the reality of the proposal, it asserted the proposal lacked confirmation that the cash portion of the proposal was fully financed. “In Canada, in order to make a takeover bid, the corporation making the takeover bid has to ensure that it has the financing to pay for the shares if the bid is successful. The financing has to be lined up and committed before the bid is finalized,” explains Mass.
THE MEDIA HAD A HEYDAY. What had until then been a big, but otherwise run-of-the-mill transaction, exciting only if one cared about the narrowing of media ownership in Canada, suddenly became an English/French contest over the ownership of Quebec media. With a Toronto-based company on one side, and Quebecor and the Quebec government’s pension fund on the other, how could it be otherwise? Predictably, former Quebec premier Jacques Parizeau waded into the debate, likening the purchase of Vidéotron by Rogers to “Toronto buying Montreal” and publicly spoke of the necessity to keep “companies that feed [Quebec] cultural identity” controlled by Quebecers.
Mongeon at Davies (acting for the Caisse) finds such polarization distasteful. “It had no relevance nor did it have any importance to the issues that were debated…. It is a matter that was raised by the media at one point, but it was never something that was advocated by any of the parties in the legal proceedings.”
From the opposite side, Nesbitt at McCarthys (acting for Vidéotron) concurs. “That’s very interesting, but it doesn’t carry much legal weight.” While Ramsay agrees that the French-English, Quebec-Ontario polarization was a media creation, he also notes that during the protracted litigation and negotiations, he was often asked, in informal situations, why Vidéotron was opposing the Caisse’s proposal. “People said to me, ‘Wouldn’t it be nice if the Caisse bought you? Why are you fighting it?’”
The Caisse manages more than $100 billion in assets, and is viewed as a kingmaker in corporate Quebec. It is also seen by some analysts as having a history of blocking transactions that transfer control of Quebec companies elsewhere. Given the developments of this transaction, it is hard to ignore the historical track record. But one can certainly try.
“It just happened that the person who really wanted to acquire Vidéotron was a Quebec-based company, and Rogers is a Toronto-based company,” says Lacourcière, who co-ordinated the corporate aspects of the file on behalf of long-time Ogilvy Renault client Quebecor. Counsel for the Caisse agrees. Refuting the Quebecois nationalist explanation, Mongeon explains the Caisse’s motivation and relationship with Quebecor on the basis of “business logic.”
According to Mongeon, “there’s also a question of, how shall I say, logic. Business logic called for not only being able to say to a court well, we don’t want this transaction to be made, period. At one point in time, the issue became, well, what is the alternative? And the Caisse’s position was well, we don’t want the transaction to be made because we believe a better transaction could be made. That was the whole issue at the beginning. It wasn’t because the Caisse was saying we don’t want the deal, period. That wasn’t the position. The position was we see a proposal by Rogers which is obviously an interesting proposal, but in its own analysis of the situation, the Caisse felt that a better deal could be struck for the general benefit of all shareholders, including the Caisse, which was a major shareholder and including the Chagnon family.”
Others believe there’s evidence that the Caisse rejected the Rogers deals because, well, it came from Toronto. “They never even considered the Rogers deal,” says Nesbitt, “and this came out very clearly in the testimony of one of the first witnesses we examined, who said with a degree of pride when we asked him about the Rogers deal, ‘Oh, we didn’t look at that, because we hadn’t given our consent.’ This was a theme that was carried on throughout the discoveries,” Nesbitt maintains, “and it became clear that they never seriously considered the Rogers deal and it never interested them.”
Lacourcière provides a somewhat different interpretation. “The Caisse was initially involved in financing the Chagnon family’s building up of Vidéotron and they had a shareholders’ agreement. Over time, their interest was diluted, but they kept their shareholders’ agreement and they were very much interested in the company’s success, as they are today with Quebecor Media. So I guess what happened was the Chagnon family wanted to sell and exist in one particular way and they did not succeed in convincing the Caisse that was the best way to move forward. The Caisse had the shareholders’ agreement and some rights and decided to explore other possibilities.”
GETTING THE CAISSE TO ARTICULATE what it thought these “rights” were was no problem. Getting them to substantiate their assertions with documents, however, was another story. Nesbitt at McCarthys describes the discovery process as extracting information. “Extract is not too strong a word,” he says. Getting information from the Caisse “was like pulling teeth. We had to fight tooth and nail for all documents. Whenever we made a request to produce something, the other lawyers objected and the judge of the Superior Court invariably, I think, maintained the objection, which meant that we couldn’t get hold of any this material until we went to appeal. I had 14 objections to be dealt with,” he says. Fortunately for Nesbitt, the Court of Appeal struck down every objection.
Other litigators on the file concur. “For a long time, the Caisse was refusing to answer questions regarding its relationship with Quebecor, with support from the pre-trial judge,” says Guérette at Faskens. “The Court of Appeal heard us within a week and equally quickly handed down a judgment that the Caisse should answer these questions.”
Litigation counsel were not the only ones having to deal with reticence on the part of the Caisse. “For a long time in the process, I didn’t have access to the shareholders’ agreement [between the Caisse and the Chagnon family] because the Caisse did not want to have us see it,” says Lacourcière, who represented Quebecor. “We were simply told that they had a shareholder’s right, but I’d never been able to confirm it by analysis.” It was not until late in March, after Quebecor and the Caisse announced their deal, that Lacourcière was able to look at the agreement “and be able to confirm that the Caisse did have a consent right.”
The next milestone came on April 18, when the provisional injunction was converted into an interlocutory injunction. The events of April did little to dissuade either Rogers or Quebecor and the Caisse from pursuing Vidéotron. And all parties dug in for a long court battle.
THE CANADIAN PUBLIC AND PRESS, in the meantime, tried to sort out who was suing who and for what. “The litigation was basically between the Caisse versus Vidéotron and Rogers,” explains Mongeon, who quickly corrects himself as follows: “The direct parties were the Caisse and the Chagnon family…these were the major protagonists, and Rogers was the instigator of the takeover bid, which we were trying to fight at the time.”
It quickly became apparent that the assumption on which the interlocutory injunction was made—that the matter would be heard sometime in May or June—was overly optimistic. “It went on and on, to the extent that by the time we reached May, the court told us affidavits would have to be provided so that we would be ready for June,” says Guérette. No one was able—or willing—to do so, and the hearing was rescheduled for the autumn.
Throughout the spring and summer, litigators from Faskens, Davies and McCarthys gathered information and traded arguments, filling binder after binder and bookshelf after bookshelf with documents, transcripts, and exhibits. “It was extremely high-pressure work,” says Mongeon. “We were dealing first of all with a situation that had not occurred very often in the judicial annals. When we looked at case law, for example, on the interpretation of the rights of first refusal, the rights of first offering, the various issues that we were obliged to debate before the court in support of our application for an injunction, we realized that the amount of case law and precedent on these kinds of issues was sparse, mainly because these kinds of issues are usually resolved before they end up in court.” But Vidéotron was such a rich prize that the possibility of a negotiated settlement appeared remote.
“The subject matter of the confrontation was a major corporation within the Montreal community and the questions were equally important,” continues Mongeon. “We really had to deal with concepts that are usually taken for granted. Here, we were being confronted with the very nature of these concepts, and every question you could think of was being considered. Not only in the application of the issues, but in some instances even their validity. The process was a new process, a very new dimension to the usual litigation in those instances and it made the case all the more exciting and complex.”
One of the most interesting arguments raised by Guérette, Nesbitt and others opposing the Caisse’s injunction was whether or not a public corporation could validly enter into a shareholders’ agreement with only one shareholder. The lawyers questioned whether such an agreement—which formed the basis of the Caisse’s entire intervention—was permitted by Canadian corporate law. Addressing the secrecy surrounding the Caisse’s shareholders’ agreement, the argument was forcefully made that other shareholders had to be informed and know all the terms and conditions that could affect the value of shares they purchased on the open market. How could they do so if there was a shareholders’ agreement that was secret? It was a masterstroke. A legal slap shot that certainly caught the attention of the Caisse.
“When that argument was raised, we had a few sleepless nights,” admits Mongeon. “Such an issue had never been raised before.” Further, counsel for Rogers and Vidéotron wanted to find out exactly what was going on between the Caisse and Quebecor. “To my mind it was here, maybe, when the pendulum swung against the Caisse,” says Nesbitt, “because they were forced to produce all these documents, including the ones that showed they had a deal with Quebecor and they were in effect…buying the thing themselves. So, while they had the Rogers deal on the table, they were, without telling [Vidéotron], negotiating with Quebecor.”
As the hard-checking amongst the litigators took place, Vidéotron’s board was under incredible pressure. “It is a difficult position for people to be in,” Ramsay says. “People are scared, people are worried, and they want to do the right thing.” And from June onward, the board’s main concern was not to end up empty-handed. As Ramsay explains: “The decision was made that we never give up on the one deal that can be achieved.” Even though the Rogers deal was effectively frozen by the Caisse’s injunction, “We never wanted to jeopardize the one real deal on the table by our actions.” Actions that could jeopardize the deal, under the terms of the support agreement, included entertaining the Quebecor-Caisse offer, or even discussing the possibility of such a deal with the companies.
“At one point, Quebecor asked to meet our board of directors to explain to them their vision,” recollects Ramsay. “They knew that our board could not do that. The terms of the merger agreement with Rogers, which was public, prevented us from doing that with another party.” Unless, of course, it was a superior offer—and the March 31 offer, according to most of those involved, was not superior. According to Ramsay, “Quebecor was creating suspicion and putting us on the spot by saying, well, we cannot show how good our vision is to the Chagnon family and the board of Vidéotron because they negotiated this silly agreement that prevents them [from hearing us].”
THEN ON AUGUST 9, Quebecor and the Caisse upped the ante, announcing their all-cash offer, offering $45 per Vidéotron share, which had traded between a low of $20 and a high of $48 over the year.
“The first Quebecor bid was a combination of shares and cash,” explains Allan Mass, and the shareholders and the board of Vidéotron were not impressed. “So in order to provide the Vidéotron shareholders, and principally the Chagnon family, with the most attractive offer possible to improve the chances of it being accepted, Quebecor with the Caisse [subsidiary Capital Communications CDPQ] made an all-cash offer for Vidéotron.” Almost six billion dollars was on the table for the taking.
On its own, Quebecor did not have a spare $5.9 billion lying around. “That cash came partly from the Caisse subsidiary (CDPQ), and mostly from the banking syndicate. To get this cash, Quebecor gave security on some of its assets, namely shares that it owned and private companies,” Mass explains. By August 21, the offer was in the mail to Vidéotron shareholders. “The price was very, very good,” says Ramsay.
Still, Vidéotron was not in a position to commit. The directors’ circular released by the company on August 24 in response to the offer, while recognizing that the price was “attractive” and the offer “interesting,” refrained from any recommendation due to “certain problematic conditions.”
The first condition related to the break-up fee. As Ramsay explains: “The Caisse and Quebecor did not want us to pay the $241 million break-up fee to Rogers upfront.” But all the lawyers assembled on behalf of Vidéotron, including those of the special committee of the board, felt that paying the break-up fee up front was the only way of ensuring that the Rogers agreement was terminated. “We were concerned that if we did not [effect a clean break], we would be in a vicious circle,” elaborates Ramsay. The deal with Rogers would never really be closed, the Caisse could again move for an injunction, and Vidéotron would be in perpetual limbo—unsold and unsaleable.
Benjamin Silver at McCarthys explains the second problematic condition. “Another condition of their deal was that they get financing, and their bid was open for 120 days. That was to allow the period during which the Chagnon family, who was locked up for 90 days and couldn’t tender their shares, to expire.” But for Vidéotron, that also meant that for 120 days they would have been in a situation where they would have given up on the Rogers deal, paid the break-up fee—there was, in Vidéotron’s eyes, no alternative to that—and potentially be abandoned by Quebecor if it failed to secure financing or experienced any material change in its conditions, as further specified by this condition.
Nonetheless, “the company tried, in the most elegant fashion, to acknowledge that it was a very good offer,” says Ramsay. “The feeling around the table was that if the conditions were lifted, this was a better deal than the Rogers deal, especially as the share price of Rogers had shifted a little bit at that point.”
Rogers, however, wasn’t quite ready to cede the field. On August 16, it petitioned the court to set aside the interlocutory injunction. The court responded on September 1, ruling that the petition would be heard at the same time as the hearing on the permanent injunction, still tentatively scheduled for sometime in September. In the meantime, and as Vidéotron shareholders were receiving the Quebecor proposal, Rogers asked the board of Vidéotron to publicly restate its commitment to the original proposal.
“And then Rogers, to try to make us trip through all this, requested that we reconfirm our support for the merger agreement with them,” notes Ramsay. As a result, the August 24 Directors’ Circular reads as though it has a touch of schizophrenia, with Vidéotron simultaneously expressing its admiration of the “attractive price offer” by Quebecor Media and reconfirming its recommendation for the Rogers proposal, to which it was in reality losing attachment.
Yet, not withstanding its request that Vidéotron publicly remind the world it had pledged itself to Rogers, the Toronto-based company gave up. “But we didn’t know that,” Silver and Goodman at McCarthys laugh.
After Quebecor came out with the $45 cash bid, Rogers had to decide whether or not to increase its price. “When Rogers made the decision that they weren’t going to bet the company to beat the $45 bid, their primary concern was collecting the break-up fee,” says Silver. For Vidéotron, says Ramsay, the question became what can we offer Rogers so that they can waive future delays. “We didn’t know they had already given up on the company. It was a bit of a cat and mouse game.”
It was Vidéotron’s Special Board Committee, represented by Stikeman Elliott, that ended up playing the intermediary and bringing things to a head. On September 8, counsel to the committee suggested a settlement proposal that would involve the termination of the Rogers/Vidéotron merger agreement and the Chagnon/Rogers support letter agreement, including the 90-day trailer, in exchange for payment to Rogers of the $241 million break-up fee and a commitment by Quebecor to re-launch its offer without the two aforementioned problematic conditions and with a 21-day acceptance period.
Five days of intensive negotiations followed, during which almost every issue was treated as a potential deal-breaker. Finally, on September 13, all parties to the transaction exchanged agreements ending all litigation. Rogers got its break-up fee, Quebecor got Vidéotron, the Caisse kept Vidéotron in Quebec hands, and all other Vidéotron shareholders, including the Chagnons, got $45 a share. Cash.
“It was a very sweet deal,” says Lacourcière. Because Vidéotron paid the break-up fee, the company purchased by Quebecor Media was worth almost a quarter billion less, but Quebecor was still happy. “Maybe Vidéotron shouldn’t have agreed to pay the break-up fee, but the reality is that they did, and if we wanted to move ahead and have the transaction proceed, [we had to accept that],” says Lacourcière. “Vidéotron agreed to our deal and Rogers agreed to proceed if they got their break-up fee. But,” he is quick to add, “that doesn’t change the fact that the consent right was there.” From this point on, says Lacourcière, “It became a standard corporate transaction.”
“WHEN WE NEGOTIATED the final agreement, in the offices of Davies Ward Phillips & Vineberg LLP with Sylvain Cossette and Claude Bergeron, it was such a simple document,” says Ramsay. And when all the contested points were finally settled, no one could believe it. “When we finished the last outstanding point, Marc Lacourcière came between us, and said, ‘Are we really done? Is there anything else?” recalls Ramsay. “None of us could believe we were actually done.”
The litigators were cut from class and the finance people took over. And although banks were putting together term sheets since the spring, getting the final credit facilities needed to fund the transaction was “a rush to say the least,” recalls Ken Atlas at Heenan Blaikie.
“I was driving back from a firm retreat in Quebec City on September 10, when I got a call from the client telling me to go straight to the office to put together a credit facility in 24 hours,” says Atlas, who acted for the Toronto Dominion Bank and the Royal Bank of Canada in the preparation of $550 million and $1.5 billion credit facilities, respectively, in favour of Vidéotron. The first facility was partially used to pay the break-up fee. Atlas had started drafting it shortly after the all-cash deal was announced, but as the relationship between Quebecor, Vidéotron and Rogers became less litigious and more transactional, completion of the facility acquired more urgency.
The second facility refinanced Vidéotron in wake of the change of management and ownership. “There was certain leveraging involved. Vidéotron was also used to provide security for financing which would go towards its acquisition,” recalls Allan Mass, who co-ordinated preparation of all three credit facilities on behalf of the Royal Bank of Canada, RBC Dominion Securities Inc., and the syndicate of lenders. “We were under pressure to do the transaction in cutting-edge fashion, and we had three credit facilities being negotiated at the same time.”
Andrew Fleming, from Ogilvy Renault’s Toronto office, led the financing aspect on behalf of Quebecor. “The challenge was to keep everything straight in your head,” says Fleming. The banks were represented by two different groups of lawyers, there were three major companies and a fourth newly formed one involved, and in one instance, some 17 guarantors.
Part of Fleming’s task was to make the banks and the companies involved—mostly Quebecor, but also the Caisse and Vidéotron—all happy. “The challenge to the transaction was to get a covenant pattern which would be acceptable to the banks but which would give the companies room to maneuvre,” he explains. “When you’re buying a company, you don’t really know what’s there. The devil is in the details.”
Fleming gives kudos and credit to the people in the trenches. For him, it was fun. So he says. “When I saw him, he was absolutely gray,” says Atlas. “It was hectic. It was very, very hectic. But it was well-handled. Fleming did a very good job—the negotiations were pleasant, despite the time crunch.”
The post-litigation financing negotiations were perhaps the only ones that can in truth be described as “pleasant.” The fact is that the litigation impacted even the most routine aspects of the corporate work, creating delays and limiting the extent of information lawyers and lenders could get access to. “For a long time, it was a hostile takeover, and that meant the target company—Vidéotron—was not cooperating with Quebecor,” says Mass. “The Vidéotron credit agreement related to a company for which Quebecor had less than complete information—mostly publicly available information—until the end of the transaction.”
And this meant that despite the fact that the transaction was in the works since March, most of the work was done at breakneck speed in September and October. The refinancing of Vidéotron was not finalized until the end of November, almost two months after the board of Vidéotron voted to accept the Quebecor Media offer on October 2 and more than a month after the formal closing of October 23 occurred.
The corporate and banking lawyers stress that it wasn’t just the litigious aspect of the transaction that made it exciting. The size of the deal—$5.9 billion—helped. The bank financing was, at the time, the largest in Canadian history for this sort of transaction. (The legal fees may have been record-breaking as well. “Some days you would have ten, twelve lawyers working full time on this file alone,” recalls Mongeon. A lawyer who worked on behalf of Rogers quipped that the first thing Rogers did after getting the break-up fee was to disburse it to its legion of lawyers.) And, although the interlocutory injunction was the only issue ultimately decided by the courts, the lawyers involved believe the case will have long-term implications.
Lessons were learned. As Benjamin Silver notes, “What I learned from this deal was that in every major commercial transaction, no matter how friendly, you should bring in your litigation partner from day one, so that he or she may have more than one hour’s notice before having to put in a court appearance.” It was a reminder, says Alexandra Hoy, that “A deal is never done until a deal is done.”
BY THE WAY—considering the price, who won? For Ramsay, looking at an all-cash offer of $45 a share, the answer is simple: “The shareholders.” “Everyone likes cash,” agrees Nesbitt. The price of the litigation may have been high, but its result, suggests Nesbitt, is that Vidéotron shareholders—including the Chagnons—got a billion dollars more than they would have in the beginning from either Rogers or Quebecor.
The fall-out from the transaction is still lingering. While the lawyers involved make an effort to recognize each other’s professionalism on behalf of their respective clients (“He was a professional and did the best he could under the circumstances,” says Lacourcière about François Ramsay), some resentment and bitterness remains. Even as Vidéotron’s shareholders and lawyers watched the boundaries of the contest shift, they were wary. Says Ramsay, “We were very happy [with the all-cash offer], but you have to understand that we have been in litigation with them for seven or eight months. The level of trust between the parties, the lawyers, was as low as you can go.”
Most of this resentment is directed at the Caisse, which inadvertently was cast as the Iago of the piece. “Throughout the case, the Caisse’s lawyers were making comments that they were certain of victory. And it struck me as curious that if you’re certain of victory, you pay a billion dollars more rather than going through with the lawsuit,” says Nesbitt.
“The unusual aspects of the case were prompted by the Caisse’s own wish to acquire Vidéotron,” says Guérette, even if this acquisition was not direct. “Quebecor had a wish to make a deal, and the Caisse kept its eye on what was going on,” shrugs Guérette. “You can be sure the moment the Caisse heard about the Rogers deal that same day they were in the offices of [Quebecor’s President] Mr. Péladeau.” And there’s nothing wrong with that, says Guérette, “Except that they allowed us to go on for weeks on this transaction without doing anything other than sending us a letter regarding their right of veto and stating they haven’t yet approved the transaction.”
“I was very upset with the Caisse,” Ramsay frankly admits. “Even though in the end, a deal happened, and a great deal for the shareholders, it was an unbelievable situation for Vidéotron to be put in, especially as at times the general public thought Vidéotron was not behaving properly.”
The extent of the relationship and negotiations between the Caisse and Quebecor gradually entered the public record because of the court proceedings. “When we got some of these papers [relating to the relationship between the Caisse and Quebecor] filed in court, and this information became public, it caused quite a stir—a scandal almost—in the press about the Caisse and Quebecor’s behaviour,” says Nesbitt. “It was not too long after that that, out of the blue, comes this all-cash offer, which was a billion dollars higher than the original Quebecor proposal.”
“I would guess it was only intense negotiations on the part of the Caisse and Quebecor that allowed the deal to happen at all,” says Guérette. “If the Caisse would not have been successful in its deal with Quebecor, they would have eventually accepted the Rogers deal. The Caisse has an important stake in Rogers, and they would have won one way or another.”
The bottom line is that the transaction could not have happened the way it did without the Caisse. Its shareholders’ agreement with the Chagnons provided an opening Quebecor could use to launch a counterbid, and its coffers ensured the deal happened. Quebecor may have been asset-rich—it is, after all, the dominant force in Quebec media—but it was also debt-rich and disposable income-poor. And when you’re trying to shell out $6 billion you don’t have, it helps to have the provincial government’s pension fund on board. “As far as the lenders were concerned, having the Caisse as a shareholder was reassuring,” says Mass.
FOR THE LAWYERS, it was a roller-coaster ride, regardless of which side they were on. “It was a fantastic transaction,” says Mass. “I wouldn’t say a once-in-a-lifetime transaction, but close. There were times when I would leave at three in the morning and return at seven the same morning. It was very gruelling, but the pay-off was tremendous professional satisfaction.”
“It is definitely one of the highly exciting files that I’ve handled,” admits Mongeon. “In the French television world, everybody knows about Vidéotron, it’s something that touches everyone. It was definitely a very high-profile battle. Because of the stakes—it was at the time, a $5.9 billion matter and that’s no chicken feed, that’s huge, by any standards, that’s huge. Although at times litigators will say to you that to try a $100,000 or $100 million case, it’s the same problem... well, the adrenaline does not flow at the same speed when it’s $100 million let alone $5.9 billion, so yes, it was extremely exciting.”
Was it a battle? “Both companies really wanted Vidéotron, both companies sensed its strategic importance, and both companies were bound and determined to prevail,” says Lacourcière. “But to call it a battle—no. I’d call it a contested transaction where two companies were vying to acquire another.”
There are some litigators in each of the camps who disagree. “It was a very bitter battle,” says Nesbitt. “Very, very bitter. On all fronts.”
“I think Rogers was disappointed that their transaction did not go through,” says Guérette, but it could have been much worse. “Today, Rogers probably considers that Quebecor and the Caisse overpaid for the business, and the Time Warner-AOL model doesn’t look as good as it did 10 months ago.”
Rogers may have moved on, but the fall-out from the Vidéotron acquisition continues for Quebecor. Having bought the company, it is now selling various assets. And, having made its arguments before the CRTC in March 2001 for federal regulatory approval of the transaction, it is still awaiting the decision.
Although the litigators are now out of it, says Mongeon, “This is a never-ending file in terms of business.” The CRTC decision, expected in June 2001, should bring closure. Bring it on. Even for the slowest reader, War And Peace finally did end.
Marzena Czarnecka is a Lexpert staff writer.
Company C is a part shareholder in Company B and, for reasons best known to itself and its historical role in the Quebec economy, does not want Company A to buy its baby—however diluted its parental interest now is. Company C is quite willing to consider a marriage for Company B, but it must be one with an appropriate suitor. And, as fate would have it, there’s Company D.
Company D has had a thing for Company B ever since Company B came into its own and started playing the field. However, Company D has never had the financial wherewithal to screw up its courage. But a rival—and with perhaps the encouragement of the parental Company C—galvanizes it into immediate action. A maelstrom ensues—Company A refuses to be jilted at the altar, Company B is initially unwilling to abandon a bird in the hand for two in the bush (can it really trust Company A’s rivals?), and Companies C and D press their suit onward in tandem. As the Montagues and Capulets duke it out in the boardroom, in the courtroom, and on the pages of the daily press, the Shakespearean drama turns into War And Peace…a saga without end.
IT WAS PERHAPS THE MOST EXCITING chapter in the ongoing Canadian media wars—the battle for Le Groupe Vidéotron ltée (Vidéotron) between Rogers Communications Inc. (Rogers) and partners-in-opposition Quebecor Inc. (Quebecor) and la Caisse de dépôt et placement du Québec (the Caisse). It kept almost a dozen law firms in the clover for the duration of 2000, manipulated media headlines, and played off nasty nationalistic feelings in both Quebec and Ontario. When it finally reached its dénouement in the fall of 2000—the epilogue is still to come, in the form of the CRTC decision expected in June 2001—Vidéotron went to Quebecor and the Caisse for a cool $5.9 billion, and Rogers walked away with a $241 million break-up fee.
The saga formally started on February 7, 2000, when Rogers and Vidéotron announced an agreement to proceed with a plan of arrangement under the Quebec Companies Act by which each share of Vidéotron would be exchanged for 0.925 of non-voting Class B share stock in Rogers.
The two communication companies reported significant synergies. Rogers, the largest cable company in Canada, also owns other media assets including magazines and newspapers. Vidéotron, a major player in the Quebec market, had cable, Internet service, television production, broadcasting, and video retail assets. Together, they would form the largest Canadian broadband communications company, reaching 5.1 million homes, 3.7 million cable customers, and 260,000 high-speed Internet access customers. Or maybe not.
Rumours of the merger preceded the formal announcement by some days, and it was also in the early part of February that both Quebecor and the Caisse briefed Montreal counsel Ogilvy Renault, led by Marc Lacourcière, and Davies Ward Phillips & Vineberg LLP, led by Sylvain Cossette, respectively, who would see the transaction through to the end.
Quebecor had been transforming itself from a commercial printer—the largest in the world—into a major media mogul. It had recently acquired the Sun Media Corporation chain of newspapers, and in addition to the TQS television network, it owned a number of Quebec dailies and weeklies, as well as the e-portals canoe.ca and Netgraphe Inc. Owning Vidéotron would give it “pipes” and, it hoped, help it compete and survive in the consolidating communication market. The Caisse, the powerful pension fund of the Quebec government, had a stake in Vidéotron, a relationship of long-standing with Quebecor, and its own agenda.
Through most of February and March, the intentions of Quebecor and the Caisse were known only to themselves and their lawyers. The corporate team at Ogilvy Renault called the file “Project Voodoo” and, to everyone on the outside, it looked like nothing short of a little black magic would dismantle the deal Rogers had sewn up. In the other camp, the Rogers and Vidéotron lawyers continued the work they had started in January.
“On January 24, 2000, Rogers had offered one share per one share of Vidéotron, and it included everything,” recalls François Ramsay, Vidéotron’s Vice-President, Legal Affairs and Secretary until December 23 of last year. “It included, specifically, TVA. Ted Rogers presented the offer himself, and on the other side was Claude Chagnon.”
“January 24 was the first meeting,” agrees Alexandra Hoy, chair of the business group at Lang Michener in Toronto, and one of the lawyers involved on behalf of Rogers in the transaction. “Albert Gnat [Q.C., of Lang Michener] and Jim Turner [of Torys] were both at the table.” Under the direction of Rogers’ General Counsel David Miller, Torys and Lang Michener dealt with most of the corporate aspects of the transaction, with Lang Michener focusing on due diligence on Vidéotron and Competition Act issues. Other firms supporting Rogers included Johnston & Buchan LLP in Ottawa on regulatory issues and Fasken Martineau DuMoulin LLP in Montreal. “Robert Paré [of Faskens] really took charge of the Montreal part,” says Albert Gnat. “We were involved at the outset in supporting Torys.”
In the legal camp of Vidéotron, quarterbacked by Ramsay, were McCarthy Tétrault on behalf of the company, Claude-Armand Shep-pard of Robinson Sheppard Shapiro on behalf of the Chagnon family, and Stikeman Elliott representing a special committee of Vidéotron’s Board of Directors.
Montreal was the locus of the transaction from the get-go, home to the two major shareholders of Vidéotron—the Chagnon family, who jointly controlled just over 80 per cent of the shares, and the Caisse, which owned just under 20 per cent. And keeping the Caisse, whose 15-year-old shareholder agreement with the Chagnons would become the means by which Quebecor would halt the Rogers agreement, informed was a priority for both Rogers and Vidéotron.
“The next day they went to see Pierre Belanger, the president of Capital Communications [Capital Communications CDPQ Inc., a subsidiary of the Caisse]... the factual thing is, they went to see him the next day,” stresses Ramsay. The Caisse, confirms Warren Goodman at McCarthys, was informed of the Rogers offer right away.
“For the next week or so, the lawyers negotiated the so-called support agreement with the company and the lock-out agreement with the shareholders,” says Benjamin Silver at McCarthys. “The main problem occurred about halfway through, when the requirement was made by the Chagnons that TVA be excluded. At that point, the deal was no longer one share for one share—we had to figure out a new price.”
TVA—the most widely watched television station in Quebec—got carved out hours before the agreement was announced—the evening of Sunday, February 6. As a result, a lot of the first week’s legal work was scrapped, and the structure of the Rogers bid changed.
On February 14, Rogers and Vidéotron executed the definitive form of merger agreement, and the Chagnon family and Rogers signed the support letter relating to the agreement. The provisions of these agreements, inter alia, prevented Vidéotron from entertaining other offers and entitled Rogers to a $241 million break-up fee if the intended merger was terminated by Vidéotron.
Vidéotron lawyers then set to work preparing an information circular, which was mailed to Vidéotron shareholders on February 25. A special general meeting of the shareholders was called for Monday, March 27, to vote on the agreement. And on Friday afternoon, March 24, Project Voodoo came out of the boardroom into the courtroom.
“WE WERE ALL IN MONTREAL getting ready for the closing the day the injunction happened,” remembers Hoy. “These things are always interesting,” she says, but the tactics of the Caisse, coming a business day before the intended closing of the deal, caught everyone at Rogers and Vidéotron off-guard.
On the last business day before the shareholders’ meeting that would seal the deal, Quebecor and the Caisse announced their agreement in principle to put forward an alternative proposal for Vidéotron. At the same time, the Caisse moved to obtain a provisional injunction preventing the Chagnon family from voting on the Rogers proposal on March 27—effectively blindsiding the Rogers-Vidéotron merger.
According to Silver at McCarthys: “The meeting was to be on a Monday, and on Friday morning I got a call from François Ramsay, telling me there was going to be an injunction that afternoon. So on the last day, the last business day before the meeting, we get a call saying that the Caisse was going to take out an injunction to prevent the Chagnon family from voting at the meeting. Of course, that meant the plan of arrangement could not possibly be approved, because the Chagnon family had voting control.”
According to Ramsay at Vidéotron, the Caisse told him early Friday morning to cancel the Monday meeting or they would serve the Chagnons with an injunction. “I told them, I can’t cancel the meeting unless my board approves that,” explains Ramsay. “A special emergency board meeting was held at noon…. And, it was difficult from a legal standpoint, because the board said we cannot call the meeting off because we do not have another offer on the table. How can we cancel the meeting without having a good, valid offer first—something we can show our shareholders? And the decision was made by the board that we cannot cancel the meeting unless the court tells us to.” At 2 p.m. the court told them to.
“I first saw the injunction at about noon on Friday and it was presentable at two o’clock that afternoon,” says Graham Nesbitt, a senior partner in the litigation department at McCarthy Tétrault. “It was a huge document—30 or more pages, single spaced, with affidavits attached. It is no exaggeration that we had hardly read the thing by the time we went to court.”
“We knew it was sort of a lost cause that afternoon,” admits Nesbitt. And while frustrating, the opposing counsel admit it was tactically a clever opening shot on the Caisse’s part, whose legal moves were quarterbacked by Corporate Counsel Claude Bergeron and a litigation team from Davies Ward Phillips & Vineberg LLP. “They could have served it easily a few days prior,” says Nesbitt. As it was, they caught Rogers and Vidéotron with their pants down.
“I was vaguely aware that this case may become litigious,” says Fasken Martineau DuMoulin LLP’s Serge Guérette, one of the lead litigators on the file for Rogers. When it did, Guérette’s first job was to make sure the Caisse did not succeed in immediately dismissing the arrangement between Vidéotron and Rogers. “Initially, the Caisse was attempting a coup which would terminate the proposed deal with Rogers within 72 hours,” Guérette explains.
“The interlocutory injunction, which was the only decision of the court, was significant,” explains litigator Robert Mongeon at Davies who, along with partner William Brock, carried the ball on behalf of the Caisse. Sylvain Cossette co-ordinated the corporate strategy. “Vidéotron with Rogers was interested in calling a special meeting of the shareholders to ratify the plan of arrangement. The issuance of the interlocutory injunction, of course, made this not happen. That is in and of itself something which is not common in the corporate mergers and acquisitions world to have a court intervene or to be obliged to go seek the intervention of the court in order to avoid a situation of fact, which would be irreversible.”
The Caisse had to obtain the injunction to keep the door on Vidéotron open. “There was no other alternative but to address the court on that issue in order to avoid the consequences of the meeting the following week, which would have for all intents and purposes consummated the deal without having the possibility of getting the legal issues debated,” Mongeon sums up.
The actions of the Caisse weren’t totally without warning, clarifies Warren Good-man, who co-ordinated McCarthys’ representation of Vidéotron. “There was a letter from them prior to the injunction saying that they hadn’t consented to the offer,” he says. Ramsay recalls the letter and dismisses it as “a very lukewarm lawyer’s letter” that did not reveal the Caisse’s intentions at all. “I think one of the issues that the Chagnons were dealing with was that they wanted to act in a gentlemanly fashion,” says Ramsay. “I remember we argued sometimes about getting the lawyers more involved, about legalizing the exchange of letters and so forth, and Mr. Chagnon felt that he wanted this to be kind of mellow.”
AS ROGERS AND VIDÉOTRON SWITCHED gears from transactional to litigious, the March 27 shareholders’ meeting was adjourned and on March 31 Quebecor presented Vidéotron and the Chagnons with a letter containing the alternative proposal. Under the proposal, Quebecor offered Vidéotron shareholders $28.41 per share in cash and the balance as shares in Quebecor Media, the company created by Quebecor Inc.—and the Caisse—to facilitate the transaction. Quebecor valued the combined cash-and-shares offer at $48 a share. Vidéotron was underwhelmed.
“The first Quebecor-Caisse deal was impossible to value because it involved putting together a whole bunch of private companies that people had no information on,” Benjamin Silver explains. In Vidéotron’s opinion, there was still just one deal on the table—the Rogers proposal. The general public was confused. Quebecor Media what?
“Quebecor Media was a new company that was formed with the majority shareholder being Quebecor and the minority shareholder being a subsidiary of the Caisse, Capital Communications CDPQ,” summarizes Allan Mass, Managing Partner and a senior corporate at Fraser Milner Casgrain’s Montreal office. Mass acted on behalf of the Royal Bank of Canada, RBC Dominion Securities Inc., and the syndicate of lenders in financing the final, all-cash Quebecor bid for Vidéotron. “Those two companies incorporated Quebecor Media. The shareholding is approximately 55 per cent for Quebecor, and 45 per cent for the Caisse. Quebecor also transferred certain of its media assets to Quebecor Media, and the Caisse subsidiary transferred cash,” as well as some assets—specifically, its shares in Vidéotron.
“Quebecor was asset-rich, but couldn’t find the cash [to buy Vidéotron],” says Mass. The Caisse had cash. The result was Quebecor Media, into which the Caisse poured cash and Quebecor transferred assets. The 55/45 split, however, would come later. As at March 31, the Caisse, through Capital Communications CDPQ, invested $435 million cash in the new company, and controlled 14 per cent of it.
Vidéotron’s board promptly rejected the competing proposal on April 4, stating the information supplied did not enable it to assess the value of the equity portions of the proposal or to determine if the proposal was more favourable to Vidéotron shareholders. The board also questioned whether the proposal had been duly approved by Quebecor’s board of directors. And, stressing its lack of faith in the reality of the proposal, it asserted the proposal lacked confirmation that the cash portion of the proposal was fully financed. “In Canada, in order to make a takeover bid, the corporation making the takeover bid has to ensure that it has the financing to pay for the shares if the bid is successful. The financing has to be lined up and committed before the bid is finalized,” explains Mass.
THE MEDIA HAD A HEYDAY. What had until then been a big, but otherwise run-of-the-mill transaction, exciting only if one cared about the narrowing of media ownership in Canada, suddenly became an English/French contest over the ownership of Quebec media. With a Toronto-based company on one side, and Quebecor and the Quebec government’s pension fund on the other, how could it be otherwise? Predictably, former Quebec premier Jacques Parizeau waded into the debate, likening the purchase of Vidéotron by Rogers to “Toronto buying Montreal” and publicly spoke of the necessity to keep “companies that feed [Quebec] cultural identity” controlled by Quebecers.
Mongeon at Davies (acting for the Caisse) finds such polarization distasteful. “It had no relevance nor did it have any importance to the issues that were debated…. It is a matter that was raised by the media at one point, but it was never something that was advocated by any of the parties in the legal proceedings.”
From the opposite side, Nesbitt at McCarthys (acting for Vidéotron) concurs. “That’s very interesting, but it doesn’t carry much legal weight.” While Ramsay agrees that the French-English, Quebec-Ontario polarization was a media creation, he also notes that during the protracted litigation and negotiations, he was often asked, in informal situations, why Vidéotron was opposing the Caisse’s proposal. “People said to me, ‘Wouldn’t it be nice if the Caisse bought you? Why are you fighting it?’”
The Caisse manages more than $100 billion in assets, and is viewed as a kingmaker in corporate Quebec. It is also seen by some analysts as having a history of blocking transactions that transfer control of Quebec companies elsewhere. Given the developments of this transaction, it is hard to ignore the historical track record. But one can certainly try.
“It just happened that the person who really wanted to acquire Vidéotron was a Quebec-based company, and Rogers is a Toronto-based company,” says Lacourcière, who co-ordinated the corporate aspects of the file on behalf of long-time Ogilvy Renault client Quebecor. Counsel for the Caisse agrees. Refuting the Quebecois nationalist explanation, Mongeon explains the Caisse’s motivation and relationship with Quebecor on the basis of “business logic.”
According to Mongeon, “there’s also a question of, how shall I say, logic. Business logic called for not only being able to say to a court well, we don’t want this transaction to be made, period. At one point in time, the issue became, well, what is the alternative? And the Caisse’s position was well, we don’t want the transaction to be made because we believe a better transaction could be made. That was the whole issue at the beginning. It wasn’t because the Caisse was saying we don’t want the deal, period. That wasn’t the position. The position was we see a proposal by Rogers which is obviously an interesting proposal, but in its own analysis of the situation, the Caisse felt that a better deal could be struck for the general benefit of all shareholders, including the Caisse, which was a major shareholder and including the Chagnon family.”
Others believe there’s evidence that the Caisse rejected the Rogers deals because, well, it came from Toronto. “They never even considered the Rogers deal,” says Nesbitt, “and this came out very clearly in the testimony of one of the first witnesses we examined, who said with a degree of pride when we asked him about the Rogers deal, ‘Oh, we didn’t look at that, because we hadn’t given our consent.’ This was a theme that was carried on throughout the discoveries,” Nesbitt maintains, “and it became clear that they never seriously considered the Rogers deal and it never interested them.”
Lacourcière provides a somewhat different interpretation. “The Caisse was initially involved in financing the Chagnon family’s building up of Vidéotron and they had a shareholders’ agreement. Over time, their interest was diluted, but they kept their shareholders’ agreement and they were very much interested in the company’s success, as they are today with Quebecor Media. So I guess what happened was the Chagnon family wanted to sell and exist in one particular way and they did not succeed in convincing the Caisse that was the best way to move forward. The Caisse had the shareholders’ agreement and some rights and decided to explore other possibilities.”
GETTING THE CAISSE TO ARTICULATE what it thought these “rights” were was no problem. Getting them to substantiate their assertions with documents, however, was another story. Nesbitt at McCarthys describes the discovery process as extracting information. “Extract is not too strong a word,” he says. Getting information from the Caisse “was like pulling teeth. We had to fight tooth and nail for all documents. Whenever we made a request to produce something, the other lawyers objected and the judge of the Superior Court invariably, I think, maintained the objection, which meant that we couldn’t get hold of any this material until we went to appeal. I had 14 objections to be dealt with,” he says. Fortunately for Nesbitt, the Court of Appeal struck down every objection.
Other litigators on the file concur. “For a long time, the Caisse was refusing to answer questions regarding its relationship with Quebecor, with support from the pre-trial judge,” says Guérette at Faskens. “The Court of Appeal heard us within a week and equally quickly handed down a judgment that the Caisse should answer these questions.”
Litigation counsel were not the only ones having to deal with reticence on the part of the Caisse. “For a long time in the process, I didn’t have access to the shareholders’ agreement [between the Caisse and the Chagnon family] because the Caisse did not want to have us see it,” says Lacourcière, who represented Quebecor. “We were simply told that they had a shareholder’s right, but I’d never been able to confirm it by analysis.” It was not until late in March, after Quebecor and the Caisse announced their deal, that Lacourcière was able to look at the agreement “and be able to confirm that the Caisse did have a consent right.”
The next milestone came on April 18, when the provisional injunction was converted into an interlocutory injunction. The events of April did little to dissuade either Rogers or Quebecor and the Caisse from pursuing Vidéotron. And all parties dug in for a long court battle.
THE CANADIAN PUBLIC AND PRESS, in the meantime, tried to sort out who was suing who and for what. “The litigation was basically between the Caisse versus Vidéotron and Rogers,” explains Mongeon, who quickly corrects himself as follows: “The direct parties were the Caisse and the Chagnon family…these were the major protagonists, and Rogers was the instigator of the takeover bid, which we were trying to fight at the time.”
It quickly became apparent that the assumption on which the interlocutory injunction was made—that the matter would be heard sometime in May or June—was overly optimistic. “It went on and on, to the extent that by the time we reached May, the court told us affidavits would have to be provided so that we would be ready for June,” says Guérette. No one was able—or willing—to do so, and the hearing was rescheduled for the autumn.
Throughout the spring and summer, litigators from Faskens, Davies and McCarthys gathered information and traded arguments, filling binder after binder and bookshelf after bookshelf with documents, transcripts, and exhibits. “It was extremely high-pressure work,” says Mongeon. “We were dealing first of all with a situation that had not occurred very often in the judicial annals. When we looked at case law, for example, on the interpretation of the rights of first refusal, the rights of first offering, the various issues that we were obliged to debate before the court in support of our application for an injunction, we realized that the amount of case law and precedent on these kinds of issues was sparse, mainly because these kinds of issues are usually resolved before they end up in court.” But Vidéotron was such a rich prize that the possibility of a negotiated settlement appeared remote.
“The subject matter of the confrontation was a major corporation within the Montreal community and the questions were equally important,” continues Mongeon. “We really had to deal with concepts that are usually taken for granted. Here, we were being confronted with the very nature of these concepts, and every question you could think of was being considered. Not only in the application of the issues, but in some instances even their validity. The process was a new process, a very new dimension to the usual litigation in those instances and it made the case all the more exciting and complex.”
One of the most interesting arguments raised by Guérette, Nesbitt and others opposing the Caisse’s injunction was whether or not a public corporation could validly enter into a shareholders’ agreement with only one shareholder. The lawyers questioned whether such an agreement—which formed the basis of the Caisse’s entire intervention—was permitted by Canadian corporate law. Addressing the secrecy surrounding the Caisse’s shareholders’ agreement, the argument was forcefully made that other shareholders had to be informed and know all the terms and conditions that could affect the value of shares they purchased on the open market. How could they do so if there was a shareholders’ agreement that was secret? It was a masterstroke. A legal slap shot that certainly caught the attention of the Caisse.
“When that argument was raised, we had a few sleepless nights,” admits Mongeon. “Such an issue had never been raised before.” Further, counsel for Rogers and Vidéotron wanted to find out exactly what was going on between the Caisse and Quebecor. “To my mind it was here, maybe, when the pendulum swung against the Caisse,” says Nesbitt, “because they were forced to produce all these documents, including the ones that showed they had a deal with Quebecor and they were in effect…buying the thing themselves. So, while they had the Rogers deal on the table, they were, without telling [Vidéotron], negotiating with Quebecor.”
As the hard-checking amongst the litigators took place, Vidéotron’s board was under incredible pressure. “It is a difficult position for people to be in,” Ramsay says. “People are scared, people are worried, and they want to do the right thing.” And from June onward, the board’s main concern was not to end up empty-handed. As Ramsay explains: “The decision was made that we never give up on the one deal that can be achieved.” Even though the Rogers deal was effectively frozen by the Caisse’s injunction, “We never wanted to jeopardize the one real deal on the table by our actions.” Actions that could jeopardize the deal, under the terms of the support agreement, included entertaining the Quebecor-Caisse offer, or even discussing the possibility of such a deal with the companies.
“At one point, Quebecor asked to meet our board of directors to explain to them their vision,” recollects Ramsay. “They knew that our board could not do that. The terms of the merger agreement with Rogers, which was public, prevented us from doing that with another party.” Unless, of course, it was a superior offer—and the March 31 offer, according to most of those involved, was not superior. According to Ramsay, “Quebecor was creating suspicion and putting us on the spot by saying, well, we cannot show how good our vision is to the Chagnon family and the board of Vidéotron because they negotiated this silly agreement that prevents them [from hearing us].”
THEN ON AUGUST 9, Quebecor and the Caisse upped the ante, announcing their all-cash offer, offering $45 per Vidéotron share, which had traded between a low of $20 and a high of $48 over the year.
“The first Quebecor bid was a combination of shares and cash,” explains Allan Mass, and the shareholders and the board of Vidéotron were not impressed. “So in order to provide the Vidéotron shareholders, and principally the Chagnon family, with the most attractive offer possible to improve the chances of it being accepted, Quebecor with the Caisse [subsidiary Capital Communications CDPQ] made an all-cash offer for Vidéotron.” Almost six billion dollars was on the table for the taking.
On its own, Quebecor did not have a spare $5.9 billion lying around. “That cash came partly from the Caisse subsidiary (CDPQ), and mostly from the banking syndicate. To get this cash, Quebecor gave security on some of its assets, namely shares that it owned and private companies,” Mass explains. By August 21, the offer was in the mail to Vidéotron shareholders. “The price was very, very good,” says Ramsay.
Still, Vidéotron was not in a position to commit. The directors’ circular released by the company on August 24 in response to the offer, while recognizing that the price was “attractive” and the offer “interesting,” refrained from any recommendation due to “certain problematic conditions.”
The first condition related to the break-up fee. As Ramsay explains: “The Caisse and Quebecor did not want us to pay the $241 million break-up fee to Rogers upfront.” But all the lawyers assembled on behalf of Vidéotron, including those of the special committee of the board, felt that paying the break-up fee up front was the only way of ensuring that the Rogers agreement was terminated. “We were concerned that if we did not [effect a clean break], we would be in a vicious circle,” elaborates Ramsay. The deal with Rogers would never really be closed, the Caisse could again move for an injunction, and Vidéotron would be in perpetual limbo—unsold and unsaleable.
Benjamin Silver at McCarthys explains the second problematic condition. “Another condition of their deal was that they get financing, and their bid was open for 120 days. That was to allow the period during which the Chagnon family, who was locked up for 90 days and couldn’t tender their shares, to expire.” But for Vidéotron, that also meant that for 120 days they would have been in a situation where they would have given up on the Rogers deal, paid the break-up fee—there was, in Vidéotron’s eyes, no alternative to that—and potentially be abandoned by Quebecor if it failed to secure financing or experienced any material change in its conditions, as further specified by this condition.
Nonetheless, “the company tried, in the most elegant fashion, to acknowledge that it was a very good offer,” says Ramsay. “The feeling around the table was that if the conditions were lifted, this was a better deal than the Rogers deal, especially as the share price of Rogers had shifted a little bit at that point.”
Rogers, however, wasn’t quite ready to cede the field. On August 16, it petitioned the court to set aside the interlocutory injunction. The court responded on September 1, ruling that the petition would be heard at the same time as the hearing on the permanent injunction, still tentatively scheduled for sometime in September. In the meantime, and as Vidéotron shareholders were receiving the Quebecor proposal, Rogers asked the board of Vidéotron to publicly restate its commitment to the original proposal.
“And then Rogers, to try to make us trip through all this, requested that we reconfirm our support for the merger agreement with them,” notes Ramsay. As a result, the August 24 Directors’ Circular reads as though it has a touch of schizophrenia, with Vidéotron simultaneously expressing its admiration of the “attractive price offer” by Quebecor Media and reconfirming its recommendation for the Rogers proposal, to which it was in reality losing attachment.
Yet, not withstanding its request that Vidéotron publicly remind the world it had pledged itself to Rogers, the Toronto-based company gave up. “But we didn’t know that,” Silver and Goodman at McCarthys laugh.
After Quebecor came out with the $45 cash bid, Rogers had to decide whether or not to increase its price. “When Rogers made the decision that they weren’t going to bet the company to beat the $45 bid, their primary concern was collecting the break-up fee,” says Silver. For Vidéotron, says Ramsay, the question became what can we offer Rogers so that they can waive future delays. “We didn’t know they had already given up on the company. It was a bit of a cat and mouse game.”
It was Vidéotron’s Special Board Committee, represented by Stikeman Elliott, that ended up playing the intermediary and bringing things to a head. On September 8, counsel to the committee suggested a settlement proposal that would involve the termination of the Rogers/Vidéotron merger agreement and the Chagnon/Rogers support letter agreement, including the 90-day trailer, in exchange for payment to Rogers of the $241 million break-up fee and a commitment by Quebecor to re-launch its offer without the two aforementioned problematic conditions and with a 21-day acceptance period.
Five days of intensive negotiations followed, during which almost every issue was treated as a potential deal-breaker. Finally, on September 13, all parties to the transaction exchanged agreements ending all litigation. Rogers got its break-up fee, Quebecor got Vidéotron, the Caisse kept Vidéotron in Quebec hands, and all other Vidéotron shareholders, including the Chagnons, got $45 a share. Cash.
“It was a very sweet deal,” says Lacourcière. Because Vidéotron paid the break-up fee, the company purchased by Quebecor Media was worth almost a quarter billion less, but Quebecor was still happy. “Maybe Vidéotron shouldn’t have agreed to pay the break-up fee, but the reality is that they did, and if we wanted to move ahead and have the transaction proceed, [we had to accept that],” says Lacourcière. “Vidéotron agreed to our deal and Rogers agreed to proceed if they got their break-up fee. But,” he is quick to add, “that doesn’t change the fact that the consent right was there.” From this point on, says Lacourcière, “It became a standard corporate transaction.”
“WHEN WE NEGOTIATED the final agreement, in the offices of Davies Ward Phillips & Vineberg LLP with Sylvain Cossette and Claude Bergeron, it was such a simple document,” says Ramsay. And when all the contested points were finally settled, no one could believe it. “When we finished the last outstanding point, Marc Lacourcière came between us, and said, ‘Are we really done? Is there anything else?” recalls Ramsay. “None of us could believe we were actually done.”
The litigators were cut from class and the finance people took over. And although banks were putting together term sheets since the spring, getting the final credit facilities needed to fund the transaction was “a rush to say the least,” recalls Ken Atlas at Heenan Blaikie.
“I was driving back from a firm retreat in Quebec City on September 10, when I got a call from the client telling me to go straight to the office to put together a credit facility in 24 hours,” says Atlas, who acted for the Toronto Dominion Bank and the Royal Bank of Canada in the preparation of $550 million and $1.5 billion credit facilities, respectively, in favour of Vidéotron. The first facility was partially used to pay the break-up fee. Atlas had started drafting it shortly after the all-cash deal was announced, but as the relationship between Quebecor, Vidéotron and Rogers became less litigious and more transactional, completion of the facility acquired more urgency.
The second facility refinanced Vidéotron in wake of the change of management and ownership. “There was certain leveraging involved. Vidéotron was also used to provide security for financing which would go towards its acquisition,” recalls Allan Mass, who co-ordinated preparation of all three credit facilities on behalf of the Royal Bank of Canada, RBC Dominion Securities Inc., and the syndicate of lenders. “We were under pressure to do the transaction in cutting-edge fashion, and we had three credit facilities being negotiated at the same time.”
Andrew Fleming, from Ogilvy Renault’s Toronto office, led the financing aspect on behalf of Quebecor. “The challenge was to keep everything straight in your head,” says Fleming. The banks were represented by two different groups of lawyers, there were three major companies and a fourth newly formed one involved, and in one instance, some 17 guarantors.
Part of Fleming’s task was to make the banks and the companies involved—mostly Quebecor, but also the Caisse and Vidéotron—all happy. “The challenge to the transaction was to get a covenant pattern which would be acceptable to the banks but which would give the companies room to maneuvre,” he explains. “When you’re buying a company, you don’t really know what’s there. The devil is in the details.”
Fleming gives kudos and credit to the people in the trenches. For him, it was fun. So he says. “When I saw him, he was absolutely gray,” says Atlas. “It was hectic. It was very, very hectic. But it was well-handled. Fleming did a very good job—the negotiations were pleasant, despite the time crunch.”
The post-litigation financing negotiations were perhaps the only ones that can in truth be described as “pleasant.” The fact is that the litigation impacted even the most routine aspects of the corporate work, creating delays and limiting the extent of information lawyers and lenders could get access to. “For a long time, it was a hostile takeover, and that meant the target company—Vidéotron—was not cooperating with Quebecor,” says Mass. “The Vidéotron credit agreement related to a company for which Quebecor had less than complete information—mostly publicly available information—until the end of the transaction.”
And this meant that despite the fact that the transaction was in the works since March, most of the work was done at breakneck speed in September and October. The refinancing of Vidéotron was not finalized until the end of November, almost two months after the board of Vidéotron voted to accept the Quebecor Media offer on October 2 and more than a month after the formal closing of October 23 occurred.
The corporate and banking lawyers stress that it wasn’t just the litigious aspect of the transaction that made it exciting. The size of the deal—$5.9 billion—helped. The bank financing was, at the time, the largest in Canadian history for this sort of transaction. (The legal fees may have been record-breaking as well. “Some days you would have ten, twelve lawyers working full time on this file alone,” recalls Mongeon. A lawyer who worked on behalf of Rogers quipped that the first thing Rogers did after getting the break-up fee was to disburse it to its legion of lawyers.) And, although the interlocutory injunction was the only issue ultimately decided by the courts, the lawyers involved believe the case will have long-term implications.
Lessons were learned. As Benjamin Silver notes, “What I learned from this deal was that in every major commercial transaction, no matter how friendly, you should bring in your litigation partner from day one, so that he or she may have more than one hour’s notice before having to put in a court appearance.” It was a reminder, says Alexandra Hoy, that “A deal is never done until a deal is done.”
BY THE WAY—considering the price, who won? For Ramsay, looking at an all-cash offer of $45 a share, the answer is simple: “The shareholders.” “Everyone likes cash,” agrees Nesbitt. The price of the litigation may have been high, but its result, suggests Nesbitt, is that Vidéotron shareholders—including the Chagnons—got a billion dollars more than they would have in the beginning from either Rogers or Quebecor.
The fall-out from the transaction is still lingering. While the lawyers involved make an effort to recognize each other’s professionalism on behalf of their respective clients (“He was a professional and did the best he could under the circumstances,” says Lacourcière about François Ramsay), some resentment and bitterness remains. Even as Vidéotron’s shareholders and lawyers watched the boundaries of the contest shift, they were wary. Says Ramsay, “We were very happy [with the all-cash offer], but you have to understand that we have been in litigation with them for seven or eight months. The level of trust between the parties, the lawyers, was as low as you can go.”
Most of this resentment is directed at the Caisse, which inadvertently was cast as the Iago of the piece. “Throughout the case, the Caisse’s lawyers were making comments that they were certain of victory. And it struck me as curious that if you’re certain of victory, you pay a billion dollars more rather than going through with the lawsuit,” says Nesbitt.
“The unusual aspects of the case were prompted by the Caisse’s own wish to acquire Vidéotron,” says Guérette, even if this acquisition was not direct. “Quebecor had a wish to make a deal, and the Caisse kept its eye on what was going on,” shrugs Guérette. “You can be sure the moment the Caisse heard about the Rogers deal that same day they were in the offices of [Quebecor’s President] Mr. Péladeau.” And there’s nothing wrong with that, says Guérette, “Except that they allowed us to go on for weeks on this transaction without doing anything other than sending us a letter regarding their right of veto and stating they haven’t yet approved the transaction.”
“I was very upset with the Caisse,” Ramsay frankly admits. “Even though in the end, a deal happened, and a great deal for the shareholders, it was an unbelievable situation for Vidéotron to be put in, especially as at times the general public thought Vidéotron was not behaving properly.”
The extent of the relationship and negotiations between the Caisse and Quebecor gradually entered the public record because of the court proceedings. “When we got some of these papers [relating to the relationship between the Caisse and Quebecor] filed in court, and this information became public, it caused quite a stir—a scandal almost—in the press about the Caisse and Quebecor’s behaviour,” says Nesbitt. “It was not too long after that that, out of the blue, comes this all-cash offer, which was a billion dollars higher than the original Quebecor proposal.”
“I would guess it was only intense negotiations on the part of the Caisse and Quebecor that allowed the deal to happen at all,” says Guérette. “If the Caisse would not have been successful in its deal with Quebecor, they would have eventually accepted the Rogers deal. The Caisse has an important stake in Rogers, and they would have won one way or another.”
The bottom line is that the transaction could not have happened the way it did without the Caisse. Its shareholders’ agreement with the Chagnons provided an opening Quebecor could use to launch a counterbid, and its coffers ensured the deal happened. Quebecor may have been asset-rich—it is, after all, the dominant force in Quebec media—but it was also debt-rich and disposable income-poor. And when you’re trying to shell out $6 billion you don’t have, it helps to have the provincial government’s pension fund on board. “As far as the lenders were concerned, having the Caisse as a shareholder was reassuring,” says Mass.
FOR THE LAWYERS, it was a roller-coaster ride, regardless of which side they were on. “It was a fantastic transaction,” says Mass. “I wouldn’t say a once-in-a-lifetime transaction, but close. There were times when I would leave at three in the morning and return at seven the same morning. It was very gruelling, but the pay-off was tremendous professional satisfaction.”
“It is definitely one of the highly exciting files that I’ve handled,” admits Mongeon. “In the French television world, everybody knows about Vidéotron, it’s something that touches everyone. It was definitely a very high-profile battle. Because of the stakes—it was at the time, a $5.9 billion matter and that’s no chicken feed, that’s huge, by any standards, that’s huge. Although at times litigators will say to you that to try a $100,000 or $100 million case, it’s the same problem... well, the adrenaline does not flow at the same speed when it’s $100 million let alone $5.9 billion, so yes, it was extremely exciting.”
Was it a battle? “Both companies really wanted Vidéotron, both companies sensed its strategic importance, and both companies were bound and determined to prevail,” says Lacourcière. “But to call it a battle—no. I’d call it a contested transaction where two companies were vying to acquire another.”
There are some litigators in each of the camps who disagree. “It was a very bitter battle,” says Nesbitt. “Very, very bitter. On all fronts.”
“I think Rogers was disappointed that their transaction did not go through,” says Guérette, but it could have been much worse. “Today, Rogers probably considers that Quebecor and the Caisse overpaid for the business, and the Time Warner-AOL model doesn’t look as good as it did 10 months ago.”
Rogers may have moved on, but the fall-out from the Vidéotron acquisition continues for Quebecor. Having bought the company, it is now selling various assets. And, having made its arguments before the CRTC in March 2001 for federal regulatory approval of the transaction, it is still awaiting the decision.
Although the litigators are now out of it, says Mongeon, “This is a never-ending file in terms of business.” The CRTC decision, expected in June 2001, should bring closure. Bring it on. Even for the slowest reader, War And Peace finally did end.
Marzena Czarnecka is a Lexpert staff writer.
Lawyer(s)
Marc Lacourcière
Sylvain Cossette
Albert Gnat
James E.A. Turner
David P. Miller
Claude-Armand Sheppard
Pierre Belanger
Warren M. Goodman
Benjamin Silver
Graham Nesbitt
Claude Bergeron
Serge Guérette
Robert Mongeon
William Brock
Allan A. Mass
Andrew Fleming
Firm(s)
Videotron Ltée, Le Groupe
Rogers Communications Inc.
Quebecor World Inc.
Norton Rose Fulbright Canada LLP
Davies Ward Phillips & Vineberg LLP
Sun Media Corp.
Torys LLP
Fasken Martineau DuMoulin LLP
Fasken Martineau DuMoulin LLP
McCarthy Tétrault LLP
Robinson Sheppard Shapiro, s.e.n.c.r.l.
Stikeman Elliott LLP
CDP Capital Communications
Dentons Canada LLP
Royal Bank of Canada - RBC Law Group
RBC Dominion Securities Inc.
TD Bank (The)
Time Warner Inc.