TORONTO, June 27 /CNW/ - Osprey Media Income Fund (OSP.UN - TSX)
announced today that it has received a definitive offer (the "Black Press
Offer") from Black Press Ltd. to acquire all of the outstanding units of
Osprey Media at a price of $8.25 in cash for each unit of Osprey Media.
The Board of Trustees of Osprey Media, following the recommendation of
its Special Committee and consultation with legal and financial advisors, has
determined that the Black Press Offer is a superior proposal to the previously
announced offer to acquire Osprey Units made by Quebecor Media Inc. (the "QMI
Offer") pursuant to the terms of an acquisition and support agreement dated
May 31, 2007. Osprey Media has provided notice of the superior proposal
determination to QMI and QMI has until the end of the day on July 5, 2007 to
amend its offer so that the Black Press Offer would no longer be superior. If
QMI does not do so, Osprey Media expects to terminate the QMI acquisition
agreement, pay QMI a termination fee of $15 million and accept the Black Press
QMI has advised Osprey Media that QMI believes that Black Press may have
breached standstill obligations to Osprey Media that Osprey Media is obligated
to enforce by the terms of the QMI acquisition agreement. QMI has advised that
it is preserving all its rights in this regard, including possible litigation.
Osprey Media believes that it is in full compliance with its obligations under
the QMI acquisition agreement.
As previously announced, on May 31, 2007 QMI agreed to make a take-over
bid to acquire all of the outstanding units of Osprey Media at a cash price of
$7.25 per unit. Scotia Merchant Capital Corporation and Ontario Teachers
Pension Plan, the principal unitholders of Osprey Media, agreed, subject to
certain conditions, to tender approximately 53.9% of the total Osprey Media
units outstanding to the QMI Offer. The principal unitholders may terminate
their agreement to tender to the QMI offer in the event that Opsrey Media
terminates the QMI acquisition agreement in accordance with its terms. On
June 14, 2007, QMI mailed the QMI Offer to Osprey's unitholders and Osprey's
Trustees mailed a circular unanimously recommending acceptance of the QMI
About Osprey Media
Osprey Media Income Fund 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.
About Black Press
Black Press is the largest private newspaper publisher in Canada. It owns
150 community papers and 15 regional web press operations. The company
operates primarily in Western Canada, Washington, Oregon, Akron Ohio and
Honolulu. The head office is in Victoria. Revenue is $500,000,000.
The Black family owns 80.6 percent of the shares of Black Press Ltd.
Torstar Corporation owns 19.4 percent. David Black is CEO and Chairman.
For further information:
For further information: Michael Sifton, President and Chief Executive
Officer, Osprey Media Income Fund, (905) 752-1132 x 225; David Black,
President, Black Press Ltd, (250) 480-3220