Torstar postpones closing of NordStar arrangement pending CMMH appeal

Torstar Corporation (TSX: TS.B) has delayed the completion of its plan of arrangement with NordStar Capital LP pursuant to which NordStar will acquire all of the issued and outstanding Class A shares and Class B non-voting shares of Torstar at a price of $0.74 per share for $60.2 million.

The closing had previously expected to complete on or about July 30, 2020.

On July 27, 2020, the Ontario Superior Court of Justice (Commercial List) granted Torstar a final order approving the arrangement. On July 28, 2020, Matthew Proud and Canadian Modern Media Holdings Inc. (CMMH), which had unsuccessfully sought to acquire Torstar and whose objections were dismissed by the court in granting the final order, filed a notice of appeal in respect of the final order and are seeking a stay in respect thereof.

Torstar said the position advanced by Proud and CMMH is without merit and will vigorously oppose the stay motion.

On July 20, 2020, Canadian Modern Media Holdings submitted a revised proposal to acquire Torstar shares at $0.80 per share in cash for $65.1 million. CMMH had previously proposed to acquire the Torstar shares for a combination of $0.72 per share in cash and the issuance of one non-transferable contingent value right per share. Torstar objected to CMMH proposal as “it does not include any contingent value right as part of the consideration to holders of Shares. In addition, the CMMH Proposal does not provide any information regarding the proposed financing of the CMMH Proposal or include any financing commitment letter.”

On July 21, 2020, Torstar announced that approximately 81.9% of votes cast by holders of shares excluding shares held by members of the Torstar Voting Trust and by Hamblin Watsa Investment Counsel Ltd., a wholly-owned subsidiary of Fairfax Financial Holdings Limited, were voted in favour of the special resolution approving the NorStar arrangement.

Canadian Modern Media Holdings Inc. is controlled by Matthew Proud and brother Tyler Proud, two largest shareholders of Dye & Durham Limited (TSX: DND), controlling 8,885,081 (21.5%) and 6,834,331 (16.5%) shares respectively. Dye & Durham completed an IPO on TSX at $7.50 per share on July 17, 2020. Dye & Durham stocked closed at $13.25 on July 29, 2020.

Torstar’s primary businesses include the Toronto Star, six regional daily newspapers in Ontario and more than 70 weekly community newspapers in Ontario. It also owns a 19.4% equity interest in Black Press Ltd., a 15.4% equity investment in Blue Ant Media Inc., a 33.3% equity interest in Canadian Press Enterprises Inc., a 56.4% equity investment in VerticalScope, and a 21.8% interest in Nest Wealth Asset Management Inc. (as of December 31, 2020). Torstar’s Nest Wealth stake was diluted with new National Bank of Canada investments.

photo credit: Torstar

News Release

Torstar Corporation Provides Update on Arrangement with NordStar Capital LP

TORONTO, July 29, 2020 /CNW/ – Torstar Corporation (“Torstar”) (TSX: TS.B) today announced that it has delayed the completion of its plan of arrangement with NordStar Capital LP ( “NordStar”), pursuant to which NordStar will acquire all of the issued and outstanding Class A shares and Class B non-voting shares of Torstar at a price of $0.74 per Share (the “Arrangement”), which it had previously expected to complete on or about July 30, 2020.

On July 27, 2020, the Ontario Superior Court of Justice (Commercial List) granted Torstar a final order approving the Arrangement (the “Final Order”). On July 28, 2020, Matthew Proud and Canadian Modern Media Holdings Inc. (“CMMH”), which had unsuccessfully sought to acquire Torstar and whose objections were dismissed by the court in granting the Final Order, filed a notice of appeal in respect of the Final Order and are seeking a stay in respect thereof. Torstar believes the position advanced by Mr. Proud and CMMH is without merit and will vigorously oppose the stay motion.

Torstar will provide further information regarding the expected closing of the Arrangement as soon as available.

About Torstar Corporation

Torstar Corporation is a broadly-based media company listed on the Toronto Stock Exchange (TS.B). Its businesses include the Toronto Star, Canada’s largest daily newspaper, six regional daily newspapers in Ontario including The Hamilton Spectator, and more than 70 weekly community newspapers in Ontario; flyer distribution services: and digital properties including thestar.com (with local editions in Toronto, Vancouver, Calgary, Edmonton, Winnipeg, Ottawa and Halifax), wheels.ca, toronto.com, save.ca, a number of regional online sites and eyeReturn Marketing. It also holds a majority interest in VerticalScope, a North American vertically-focused digital media company.

Torstar’s news releases are available on the Internet at www.torstar.com.

SOURCE Torstar Corporation

For further information: For Investor Relations inquiries, please contact: L. DeMarchi, Executive Vice-President and Chief Financial Officer, Torstar Corporation, (416) 814-2774; ldemarchi@torstar.ca; For Media inquiries, please contact: Bob Hepburn, Director, Communications, Torstar Corporation, (416) 869-4947; bhepburn@thestar.ca