MONTREAL – Quebecor Media Inc. said today it will try to take its interactive marketing agency, Nurun, private.
Following a proposal received from a large Nurun Inc. shareholder, acting on behalf of itself and certain other shareholders of Nurun representing in the aggregate a majority of the common shares of Nurun, excluding Nurun common shares held by Quebecor Media, QMI has entered into lock-up agreements under which such holders have irrevocably and unconditionally agreed to tender their shares to an offer by Quebecor Media to acquire all issued and outstanding shares of Nurun at a price of C$4.75 per share in cash.
The lock-up agreements provide that Quebecor Media must make the offer to acquire all shares of Nurun not currently owned by Quebecor Media no later than February 1, 2008. The offer represents a premium of approximately 33% over the volume weighted average trading price of Nurun common shares for each trading day from November 1, 2007, to November 30, 2007, being C$3.56.
Quebecor Media’s offer will be made by way of insider bid in accordance with applicable Canadian securities laws and will be subject to customary conditions, including the tender by holders of a majority of the Nurun common shares not already owned by Quebecor Media and its affiliates on a fully diluted basis (which condition will be satisfied upon the deposit of shares held by the shareholders who have signed lock-up agreements), the absence of material changes in the business and affairs of Nurun and receipt of required regulatory approvals, says the press release.
Quebecor Media currently owns 19.6 million common shares or approximately 57.5% of the outstanding common shares of Nurun. The aggregate consideration payable under the proposal for the 42.5% of Nurun shares that are not held by Quebecor Media would be approximately C$68.8 million. Following the transaction, Nurun would become a wholly-owned subsidiary of Quebecor Media.
Quebecor Media has requested that the board of directors of Nurun establish an independent committee to supervise the completion of the formal valuation that is required under applicable securities laws. The independent committee will also be charged with reviewing the offer and making a recommendation to shareholders with respect to the offer. Following completion of the formal valuation, Quebecor Media expects to send its offer to the shareholders of Nurun and to make all necessary filings with the appropriate securities regulatory authorities.
