Quebecor Media Acquires Osprey Media Income Fund

Quebecor Media Inc. announced on August 3, 2007 the successful completion of its offer to acquire all the outstanding units of Osprey Media Income Fund. The acquisition was made by way of an all-cash takeover bid whereby Osprey Media unitholders received $8.45 per unit, representing an equity value of Osprey Media of approximately $414.4 million.

Quebecor Media originally announced its takeover bid for Osprey Media on May 31, 2007 with an offer price of $7.45 per unit. On July 5, 2007, Quebecor Media increased its offer price to $8.45 per unit following the announcement on June 27, 2007 of Black Press Ltd.'s superior proposal at an offer price of $8.25 per unit. On August 3, 2007, Quebecor Media acquired approximately 90 per cent of the outstanding Osprey Media units and, on August 8, 2007, completed a compulsory acquisition of the remaining units pursuant to Osprey Media's Third Amended and Restated Declaration of Trust, as amended. For purposes of financing the acquisition, Quebecor Media entered into a bridge credit agreement with a group of lenders, with Citibank, N.A., Canadian branch acting as administrative agent.

Osprey Media is one of Canada's leading publishers of daily and non-daily newspapers, magazines and specialty publications. Its publications include 20 daily newspapers and 34 non-daily newspapers together with shopping guides, magazines and other publications.

Quebecor Media was represented by Louis St-Arnaud, senior vice-president, legal affairs and secretary, Quebecor Media Inc., Frédéric Despars, vice-president, legal affairs, Videotron Ltd. and Canoe Inc. and Martin Corbo, senior legal counsel, financing and M&A and by Ogilvy Renault LLP with a team that included Marc Lacourcière, Solomon Sananes and Niko Veilleux (corporate and securities); Jules Charette and Joël Boucher (tax); Denis Gascon and Thierry Dorval (competition); and Martin Thériault, Peter Wiazowski and Michèle Friel (banking).

Osprey Media was represented by Blair Mackenzie, vice-president, general counsel and secretary and by Davies Ward Phillips & Vineberg LLP with a team that included Bill Ainley, Mark Connelly, Christian Gauthier and Kathleen Grandy (corporate and securities); Richard Elliott and Chris Margison (competition); Natasha vandenHoven (pensions/benefits); and Colin Campbell and Duncan Osborne (tax). Borden Ladner Gervais LLP acted as counsel to Osprey Media's special committee with a team that included Frank Callaghan and Frank Allen.

Stikeman Elliott LLP acted as counsel to the bridge lenders with a team that included Caroline Boutin and Marco Rodrigues (banking); Franziska Ruf (securities); and Jean Guillaume Shooner (tax). Shearman & Sterling LLP acted as US counsel to the bridge lenders with a team that included Michael Baker (banking) and Adam Givertz (securities).

Goodmans LLP represented the Ontario Teachers' Pension Plan and Scotia Merchant Capital Corporation, the principal unitholders of Osprey Media Income Fund with a team that included Lawrence Chernin and Michael Partridge (corporate and securities).


Mark Q. Connelly Colin Campbell Duncan G. Osborne Christian P. Gauthier Jules Charette Joël Laurent Boucher Richard D. Elliott Michael Partridge Michèle Friel Francis R. Allen Franziska Ruf Marc Lacourcière Niko Veilleux Lawrence S. Chernin Marco P. Rodrigues Peter J. Wiazowski Jean-Guillaume Shooner William M. Ainley Kathleen M. Grandy Natasha A. vandenHoven Christopher Margison Martin Thériault Denis Gascon Frank S. Callaghan Caroline Boutin Thierry Dorval Solomon Sananes


Norton Rose Fulbright Canada LLP Davies Ward Phillips & Vineberg LLP Borden Ladner Gervais LLP (BLG) Stikeman Elliott LLP Shearman & Sterling LLP Goodmans LLP