WINNIPEG--(BUSINESS WIRE)--2737469 Canada Inc., formerly, Canwest Global Communications Corp. (the “Company”), today announced that the purchase and sale transaction with Shaw Communications Inc. contemplated by the amended and restated consolidated plan of compromise, arrangement and reorganization (the “Plan”) of Canwest Global Communications Corp., Canwest Media Inc. (“CMI”) and certain of CMI’s subsidiaries (collectively, the “CMI Entities”) has been completed.
Accordingly, the Company has disposed of all of its operating assets and ceased to carry on business. In addition, the Company’s subordinate voting shares and non-voting shares have been delisted from the TSX Venture Exchange, the Company has changed its name to 2737469 Canada Inc., and the directors and officers of the CMI Entities have resigned from their positions. It is anticipated that FTI Consulting Canada Inc., the Court-appointed monitor of the CMI Entities (the “Monitor”), will commence bankruptcy proceedings in respect of the Company, CMI and certain other CMI Entities in due course.
The Plan was successfully implemented in accordance with its terms and conditions and pursuant to the previously announced order of the Ontario Superior Court of Justice (Commercial List) (the “Court”) sanctioning the Plan (the “Sanction Order”). The Monitor will conduct distributions to affected creditors of certain of the CMI Entities as contemplated by the Plan and the Sanction Order.
Shareholders of the Company are referred to the information notice attached as Appendix “A” to this news release.
More information about the CMI Entities’ restructuring can be found on the Monitor’s website at http://cfcanada.fticonsulting.com/cmi.
Forward Looking Statements:
This news release contains certain forward-looking statements about the objectives, strategies, financial conditions, results of operations and businesses of the Company. Statements that are not historical facts are forward-looking and are subject to important risks, uncertainties and assumptions. These statements are based on the Company’s current expectations about its business and the markets in which it operates, and upon various estimates and assumptions. The results or events predicted in these forward-looking statements may differ materially from actual results or events if known or unknown risks, trends or uncertainties affect the Company’s business, or if its estimates or assumptions turn out to be inaccurate. As a result, there is no assurance that the circumstances described in any forward-looking statement will materialize. Significant and reasonably foreseeable factors that could cause the Company’s results to differ materially from its current expectations are discussed in the section entitled "Risk Factors" contained in the Company’s Annual Information Form for the year ended August 31, 2009 dated November 26, 2009 filed by Canwest Global Communications Corp. with the Canadian securities commissions (available on SEDAR at www.sedar.com), as updated in its most recent Management's Discussion and Analysis for the three and nine months ended May 31, 2010. The Company disclaims any intention or obligation to update any forward-looking statement even if new information becomes available, as a result of future events or for any other reason.
About 2737469 Canada Inc.
Prior to the implementation of the Plan, 2737469 Canada Inc. was known as Canwest Global Communications Corp., one of Canada’s largest broadcasting companies operating the Global Television Network, 19 industry-leading specialty channels, more than 20 online properties and also had an ownership stake in 5 specialty broadcasting channels.
INFORMATION FOR CANWEST SHAREHOLDERS
The following information is intended for shareholders of 2737469 Canada Inc., formerly known as Canwest Global Communications Corp., (“Canwest Global”) and relates to the treatment of their existing Canwest Global shares in connection with the amended and restated consolidated plan of compromise, arrangement and reorganization (the “Plan”) under the Companies’ Creditors Arrangement Act (Canada) and the Canada Business Corporations Act concerning, affecting and involving Canwest Global, 4514866 Canada Inc. (formerly, Canwest Media Inc.) and certain of its subsidiaries (collectively, the “CMI Entities”).
The Plan was filed with the Ontario Superior Court of Justice (Commercial List) (the “Court”) on June 23, 2010, restated on July 16, 2010, approved by the requisite number of creditors of the CMI Entities at the meetings of creditors held on July 19, 2010, sanctioned by Order of the Court on July 28, 2010, and amended and restated on September 27, 2010. The Plan received approvals from the Competition Bureau of Canada on August 13, 2010 and the Canadian Radio-television and Telecommunications Commission on October 22, 2010 and all of the remaining closing conditions have either been satisfied or waived As a result, the Plan was implemented on October 27, 2010. The Plan is available on the website maintained by the Court-appointed monitor for the CMI Entities at http://cfcanada.fticonsulting.com/cmi.
The Plan included a reorganization of Canwest Global’s capital that will result in the existing shareholders of Canwest Global as a group receiving an aggregate cash payment of $11 million upon the implementation of the Plan.
Each issued and outstanding multiple voting share, subordinate voting share and non-voting share of Canwest Global has been changed (the “Share Change”) into a combination of:
(a) one new multiple voting share, one new subordinate voting share or one new non-voting share, as applicable, and
(b) one new preferred share of Canwest Global.
New share certificates were not issued on the Share Change. The new multiple voting, subordinate voting and non-voting shares continue to be evidenced by the existing share certificates.
Following the delivery of a transfer notice by Canwest Global, and concurrently with the implementation of the Plan, each newly-issued preferred share was automatically transferred (the “Share Transfer”) to 7316712 Canada Inc., an entity designated by Shaw Communications Inc. (“Shaw”), in consideration for the aggregate cash payment of $11 million.
The transfer agent and registrar for Canwest Global’s shares, Computershare Trust Company of Canada, will distribute to each registered shareholder as of the date of the implementation of the Plan, its pro rata portion of the $11 million cash payment following completion of the Plan.
Shareholders are not required to take any action in order to receive the pro rata amounts to which they are entitled. The transfer agent and registrar is expected to distribute such amounts approximately within three business days after the Plan has been implemented.
In connection with the implementation of the Plan, the shares of Canwest Global have been delisted from the TSX Venture Exchange, and it is anticipated that Canwest Global will file for bankruptcy under the Bankruptcy and Insolvency Act (Canada). The new multiple voting shares, new subordinate voting shares and new non-voting shares remain outstanding following the implementation of the Plan, are not and will not be listed on the TSX Venture Exchange or any other stock exchange, and their holders will not receive any recovery on account of such shares as part of the contemplated bankruptcy proceedings.
The following sets out Canwest Global’s understanding of the general consequences of the Share Change and the Share Transfer under the Income Tax Act (Canada) (“ITA”) to shareholders that hold shares as capital property for purposes of the ITA. The income tax implications to any particular shareholder will depend upon the shareholder’s particular facts and circumstances. Shareholders are encouraged to seek their own tax advice as to the implications of the Share Change, the Share Transfer and the contemplated bankruptcy proceedings.
A shareholder of Canwest Global will not realize a capital gain (or capital loss) on the Share Change. A shareholder’s adjusted cost base in each existing multiple voting share, subordinate voting share or non-voting share, as the case may be, will be allocated between the two shares into which that share is changed based upon the relative fair market values of those two shares. A shareholder will realize a capital gain (or capital loss) on the Share Transfer, to the extent that the shareholder’s proceeds of disposition of its preferred shares, net of any reasonable costs of disposition, exceed (or are less than) the adjusted cost base to the shareholder of such preferred shares. A shareholder’s proceeds of disposition will be equal to the amount of cash received by the shareholder for the preferred shares on the Share Transfer. A non-resident shareholder will not be taxable in Canada on any capital gain realized on the Share Transfer.
If you have any further questions please contact Computershare at:
By phone: 1-800-564- 6253
By email: firstname.lastname@example.org