TORONTO – The CRTC has approved the plan of arrangement between Alliance Atlantis and CanWest Global that will run Alliance Atlantis until the Commission can decide on the purchase and transfer of ownership in a hearing.
The Plan of Arrangement will see AA Acquisition Corp. (formerly 6681859 Canada Inc.) acquire all of the outstanding shares of Alliance Atlantis for $53 cash per share, as was announced in January. AA Acquisition is primarily funded by Goldman Sachs, with CanWest Global to be controlling shareholder of the regulated assets.
AA owns (directly or indirectly) the securities of certain entities which are regulated by the CRTC (its specialty services such as Showcase, HGTV and Slice and all or parts of 13 more). Unregulated assets include AA’s 50% holding of the CSI TV show franchise and its 51% piece of Movie Distribution Income Fund,
"In connection with the completion of the Plan of Arrangement, those securities will be deposited with a trustee pending the CRTC’s decision regarding the acquisition of those regulated entities by AA Acquisition Corp. The CRTC has now approved the trust arrangements with respect to those regulated entities, including the appointment of Mr. James Macdonald to act as trustee. Approval of the trust arrangements by the CRTC is a condition of completion of the Plan of Arrangement, and this condition has now been satisfied," says the press release.
(Macdonald is a well-known name in Canadian broadcasting and telecom. He’s a member of the Canadian Association of Broadcasters Hall of Fame and has been an SVP with BCE and was CEO of Western International Communications (WIC) in the 1990s. Before WIC, Macdonald was a Rogers Broadcasting exec.)
The authorization of the Trust arrangement and trustee is good until December 31st, "which should permit the Commission to deal with the application to be filed," says the CRTC letter to the parties.
After completion of the Plan of Arrangement, there will be a reorganization of the various business units and assets of Alliance Atlantis. The CRTC has approved those steps in the reorganization which includes the entities that are regulated by the CRTC being placed in the approved trust.
While no other CRTC approvals are required as conditions of the Plan of Arrangement, the acquisition of the regulated entities by AA Acquisition Corp. of course remains subject to the CRTC’s approval.
"Jim Macdonald is a highly experienced and well-respected member of the Canadian broadcasting industry," said Phyllis Yaffe, AA’s CEO. "Jim’s long-standing commitment to the broadcasting sector makes him an ideal candidate for this important role and I look forward to working with him in the weeks and months ahead."
www.allianceatlantis.com
www.canwestglobal.com
www.crtc.gc.ca
