CRTC approves CanWest's purchase of Alliance Atlantis broadcasting companies



    OTTAWA and GATINEAU, QC, Dec. 20 /CNW Telbec/ - The Canadian
Radio-television and Telecommunications Commission (CRTC) today approved
CanWest MediaWorks Inc.'s (CanWest) acquisition of the broadcasting channels
owned by Alliance Atlantis Broadcasting Inc. (Alliance Assets).
    "We are satisfied that this transaction meets the requirements for
Canadian control both in law and fact," said Konrad von Finckenstein, Q.C.,
Chairman of the CRTC. "In examining the application, we wanted to be certain
that this transaction is consistent with the policies set out in the
Broadcasting Act and beneficial to the Canadian broadcasting system as a
whole."
    Before it can approve any transaction, the Commission must determine
whether a broadcasting company will be owned and controlled by Canadians. The
deal under consideration is a two-step transaction. First, CanWest, through a
subsidiary called CanWest Investments Co. (CanWest Investments), will acquire
the Alliance Assets. CanWest has confirmed that it will hold 35 per cent of
the total equity investment and 66 2/3 per cent of the voting shares of
CanWest Investments, with Goldman Sachs Capital Partners holding the balance
of both equity and voting shares.
    Secondly, CanWest is contractually committed to merge its existing
broadcasting properties into CanWest Investments by 2011, thereby easily
increasing its investment to over 50 per cent. In the interim, CanWest will
manage both the Alliance Assets and its existing broadcasting properties in
tandem. Thus, taking into account the entire transaction, CanWest's share of
the overall equity and voting shares does not cause concern to the Commission.
    The Commission also expressed concern over whether CanWest would have
control in fact of CanWest Investments given the corporate governance
arrangements. In response, CanWest made several changes to the proposed
governance structure, notably to the quorum requirements, veto rights and
liquidity rights. Moreover, programming decisions will remain under CanWest's
control. The Commission is satisfied that these changes ensure the
broadcasting companies will remain under Canadian control at all times.
    In its decision, the Commission upheld the well-established policy that
tangible benefits stemming from a transaction must be fulfilled within seven
years in approximately equal increments. CanWest will allocate $136.6 million
to programming initiatives, including Canadian drama, documentary productions,
and news and public affairs. Many of the programs flowing from these
initiatives will be produced by independent production companies.
    In addition, CanWest has committed $14.6 million toward social and
industry initiatives, including mentorship and internship programs, and
support for arts and diversity festivals.
    Today's decision follows a public process that included a public hearing,
which began on November 19, 2007.

    Broadcasting Decision CRTC 2007-429
    http://www.crtc.gc.ca/archive/eng/decisions/2007/db2007-429.htm

    The CRTC

    The CRTC is an independent, public authority that regulates and
supervises broadcasting and telecommunications in Canada.

    Reference document: Broadcasting Notice of Public Hearing CRTC 2007-11
    http://www.crtc.gc.ca/archive/ENG/Hearings/2007/n2007-11.htm

    ------------------------------------------------------------------------

    
          Backgrounder on the CanWest/Alliance Atlantis transaction

    CanWest MediaWorks Inc. has acquired the following broadcasting assets:


    -------------------------------------------------------------------------

        Type of specialty licence                  Specialty service

    -------------------------------------------------------------------------
    Analog                                   Food Network Canada
                                             --------------------------------
                                             HGTV Canada
                                             --------------------------------
                                             Historia (50% interest)
                                             --------------------------------
                                             History Television
                                             --------------------------------
                                             The Score (minority interest)(*)
                                             --------------------------------
                                             Séries+ (50% interest)
                                             --------------------------------
                                             Slice (formerly The Life
                                             Network)
                                             --------------------------------
                                             Showcase
    -------------------------------------------------------------------------
    Category 1                               Discovery Health Network
                                             --------------------------------
                                             Independent Film Channel
                                             --------------------------------
                                             ONE: The Body, Mind and Spirit
                                             --------------------------------
                                             Channel (minority interest)
    -------------------------------------------------------------------------
    Category 2                               BBC Canada
                                             --------------------------------
                                             BBC Kids
                                             --------------------------------
                                             D.I.Y. Television(*)(*)
                                             --------------------------------
                                             Fine Living
                                             --------------------------------
                                             Girls TV(*)(*)
                                             --------------------------------
                                             Military Television(*)(*)
                                             --------------------------------
                                             National Geographic Channel
                                             --------------------------------
                                             Parent TV(*)(*)
                                             --------------------------------
                                             Scream (minority interest)
                                             --------------------------------
                                             Showcase Action
                                             --------------------------------
                                             Showcase Diva
                                             --------------------------------
                                             ZTV(*)(*)
    -------------------------------------------------------------------------


    ----------------------------------
    (*)  Not subject to prior approval by the Commission.
    (*)(*) This service has not yet launched.
    




For further information:

For further information: Media Relations: MediaRelations
(http://support.crtc.gc.ca/CRTCSubmissionMU/forms/Mediarelations.aspx?lang=e),
(819) 997-9403, Fax: (819) 997-4245; General Inquiries: (819) 997-0313, TDD:
(819) 994-0423, Fax: (819) 994-0218, Toll-free # 1-877-249-CRTC (2782), TDD -
Toll-free # 1-877-909-CRTC (2782); On-line Services
(http://support.crtc.gc.ca/CRTCSubmissionMU/forms/main.aspx?lang=e); These
documents are available in alternative format upon request;


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