Astral Media to acquire Standard Radio

    MONTREAL, April 12 /CNW Telbec/ - Astral Media Inc. (TSX: ACM.A/ACM.B)
today announced that it has signed a definitive agreement to purchase
substantially all of Standard Radio Inc.'s assets.

    - Creates the largest radio broadcaster in Canada
    - Achieves No.1 radio market position by number of stations and by weekly
      hours tuned
    - Establishes national footprint with EZ ROCK, MIX, THE BEAR and the
      Newstalk format (AM band): some of the most recognized and listened-to
      radio brands
    - Provides better balance between divisions and geographic
      diversification of revenue sources
    - Immediately accretive to earnings

    The purchase price for the Standard Radio assets is approximately
$1.08 billion of which $880 million will be paid in cash and the balance via
the issuance of 4.75 million Class A non-voting shares of Astral Media valued
at approximately $200 million at the current share price. The cash portion of
the consideration will be financed with cash balances on hand at the time of
closing and through committed bank credit facilities. The transaction is
subject to customary conditions, including a review by the Competition Bureau
and the approval of the Canadian Radio-television and Telecommunications
Commission (CRTC). Closing is currently expected around the beginning of the
2008 calendar year. Following the closing of the acquisition, Gary Slaight
will join Astral Media's Board of Directors.
    "This is an important acquisition for Astral Media that will bring much
value to our shareholders," indicated Ian Greenberg, President and CEO of
Astral Media. "The acquisition of Standard Radio from the Slaight family means
that Astral Media will become the largest radio broadcaster in Canada. It is
an acquisition that will be immediately accretive to earnings, while allowing
Astral Media to maintain its financial discipline and prudent capital
structure. Not only is the strategic fit very sound - adding English-language
media properties in geographic areas across Canada where we are not currently
present, Astral Media and Standard Radio also have highly compatible corporate
cultures," added Mr. Greenberg. "We are also very pleased to be welcoming
Standard's more than 1,000 talented employees and experienced management team;
our combined radio properties will offer listeners and advertisers alike, a
diverse choice of quality brands across the entire breadth of the country."
    "Astral Media's acquisition of Standard Radio is an exciting turning point
in the history of our company," said Gary Slaight, President and CEO of
Standard Broadcasting. "I feel a sense of pride today to be able to announce
that we have finalized this deal which will see the company that Allan Slaight
bought in 1985 and that we have built in to the leading private radio group in
Canada joins forces with a stellar company like Astral Media. I am confident
that the cultural fit between our two companies will produce a powerhouse in
Canadian broadcasting."
    The assets to be purchased include Standard Radio's 52 radio stations,
which operate in five provinces covering 29 markets across Canada, including
some of the most recognized and listened-to radio brands in the industry: EZ
ROCK, MIX, THE BEAR as well as the Newstalk format on the AM band; Integrated
Media Sales or "IMS" a national advertising sales company; Sound Source
Networks, a leading radio content service provider offering a comprehensive
range of targeted programming; some interactive assets and two conventional
television stations located in northern British Columbia.

    Stations Acquired from Standard Radio:

    In Québec                             In British Columbia

    CHOM FM  (97.7 FM) - Montréal         Z95.3 FM (95.3 FM) - Vancouver
    MIX 96 (95.9 FM) - Montréal           CISL (650 AM) - Vancouver
    CJAD (800 AM) - Montréal
                                          BC South region:
    In Ontario                            SILK FM (101.5 FM) - Kelowna
                                          SUN FM (99.9 FM) - Kelowna
    EZ ROCK (97.3 FM) - Toronto           Oldies 1150 (1150 FM) - Kelowna
    MIX 99.9 (99.9 FM) - Toronto          SUN FM(105.7 FM) - Vernon
    CFRB (1010 AM) - Toronto              Oldies 1450 (1450 FM) - Summerland
    THE BEAR (106.9 FM) - Ottawa          SUN FM (97.1 FM) - Penticton
    K-LITE (102.9 FM) - Hamilton          EZ ROCK (800 AM) - Penticton
    CKOC (1150 AM) - Hamilton             EZ ROCK (1400 AM)  - Princeton
    THE LEGEND (820 AM) - Hamilton        EZ ROCK (1240 AM) - Osoyoos/Oliver
    EZ ROCK (97.5 FM) - London            EZ ROCK (91.5 FM) - Salmon Arm
    BX 93 (92.7 FM) - London              EZ ROCK (1340 AM) - Revelstoke
    CJBK (1290 AM) - London               EZ ROCK (1400 AM) - Golden &
    CKSL (1410 AM) - London                                   Invermere
    EZ ROCK (105.7 FM) - St. Catharines   All Hits KBS (95.7 FM) - Trail &
    HTZ FM (97.7 FM) - St. Catharines                              Kootenays
    CKTB (610  AM) - St. Catharines       All Hits KBS (106.9 FM) - Nelson &
    STAR 96 (96.7 FM) - Pembroke                                    Kootenays

    In Manitoba                           BC Peace region:
                                          CJDC (890 AM) - Peace Region
    Hot 103 (103.1 FM) - Winnipeg         ENERGY FM (102.3 FM) - Fort Nelson
    QX 104 (104.1 FM) - Winnipeg          THE BEAR (101.5 FM) - Fort St. John
    KX 96 (96.1 FM) - Brandon             ENERGY FM (98.5 FM) - Fort St. John
    THE FARM (101.1 FM) - Brandon
                                          BC North region:
    In Alberta                            CJFW FM (103.1 FM) - Terrace
                                          THE MIX (590 AM) - Terrace
    CJAY 92 (92.1 FM) - Calgary           THE MIX (97.7 FM) - Kitimat
    VIBE 98.5 (98.5 FM) - Calgary         THE MIX (560 AM) - Prince Rupert
    CKMX (1060 AM) - Calgary
    EZ ROCK (104.9 FM) - St. Albert       TV Stations:
    THE BEAR (100.3 FM) - Edmonton        CFTK-TV - Terrace
    THE TEAM (1260 AM) - Edmonton         CJDC-TV - Dawson Creek

    The transaction will enhance Astral Media's operational profile, giving
the Company a national footprint in the radio market with a well-recognized
brand portfolio. Astral Media will become Canada's leading radio organization
in terms of revenue, EBITDA (see definition below), number of stations and
weekly hours tuned. Furthermore, the transaction adds balance to Astral
Media's business profile and to its revenue streams across the country,
positioning the Company for future growth.
    National Bank Financial Inc. and Stikeman Elliott LLP acted as financial
and legal advisors respectively to Astral Media. National Bank Financial Inc.
and RBC Capital Markets Inc. are acting as co-lead arrangers and joint
bookrunners with respect to the bank financing.

    Analyst conference call and Press conference invitations:

    For Analysts: Astral Media will host a conference call for analysts only
at 9:30 a.m. today, Thursday, April 12, 2007 to discuss the acquisition as
well as to answer any questions on its financial results, which were issued
today. To access the conference call dial 1-800-732-9303. A presentation with
supporting slides and charts will be simultaneously available for analysts at The conference call will also be webcast live on

    For Media in Toronto: A press conference is scheduled for 11:30 a.m. today
at The Richmond, 477 Richmond St. W. corner of Spadina, Suite 104. To confirm
your presence or to schedule an interview, please contact Deborah Wilson at
Astral Media at (416) 272-9237. If you require further information, please
contact Rachel Yates at Astral Media at (514) 939-5000 x3077.

    For Media outside of Toronto: There will be an audio link established for
journalists wanting to access the press conference from outside of Toronto.
Journalists who are not on-site for the 11:30 a.m. press conference and would
like to ask questions can dial in at 1-800-731-5319. Questions will be fielded
from the press conference locale followed by journalists on the audio link.
Please note that an audiocast of the proceedings will be available at; there will also be a presentation with supporting slides
and charts that will be simultaneously available at

    Astral Media is a leading Canadian media company, active in specialty, pay
and pay-per-view television, radio, outdoor advertising and the Internet.
Astral Media's solid and dynamic presence in the country's major markets rests
on its commitment to offer a unique combination of high-quality, targeted
media for all its audiences.
    EBITDA is defined as earnings before interest, income taxes, depreciation
and amortization. EBITDA is provided as a supplementary earnings measure to
assist readers in determining the ability of the Company to generate cash from
operations and to cover financial charges. It is also widely used for business
valuation purposes. This measure does not have a standardized meaning
prescribed by Canadian generally accepted accounting principles and may not be
comparable to similar measures presented by other companies.

    This press release contains certain forward-looking statements concerning
the future performance of the Company. These forward-looking statements are
based on current expectations. We caution that all forward-looking information
is inherently uncertain and actual results may differ materially from the
assumptions, estimates or expectations reflected or contained in the
forward-looking information, and that actual future performance will be
affected by a number of factors, including technological change, economic
conditions, regulatory change, competitive factors and changes in accounting
rules or standards, many of which are beyond the Company's control. We
disclaim any intention or obligation to update or revise any forward-looking

For further information:

For further information: To schedule Media Interviews: Deborah Wilson,
Vice-President, Communications, Astral Television Networks, (416) 272-9237,; Sources: Alain Bergeron, Vice-President, Brand
Management and Corporate Communications, Astral Media Inc., (514) 939-5000;
Claude Gagnon, Senior Vice-President and Chief Financial Officer, Astral Media
Inc., (514) 939-5000

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