Joint news release by CanWest Global Communications Corp. and Ten Network Holdings Limited
December 06 2006 - 10:42PM
PR Newswire (US)
SYDNEY, Dec. 7 /PRNewswire-FirstCall/ -- CanWest Global
Communications Corp. on October 20, 2006 announced that it and
certain of its subsidiaries ("CanWest") were exploring a range of
opportunities arising out of the recently announced and pending
changes to Australian media ownership laws which may affect its
56.4% economic interest in The Ten Group Pty Limited ("Ten Group").
While CanWest intends to continue its active consideration of all
of the potential opportunities available to it, Ten Network
Holdings Limited ("Ten Holdings") and Ten Group have today entered
into an agreement with CanWest to provide assistance to CanWest in
relation to the evaluation of one of those alternatives - the
evaluation of the merits of a potential direct or indirect sale of
CanWest's securities in Ten Group. In consideration for this
assistance, CanWest has agreed with Ten Holdings and Ten Group
that, if it does determine to dispose of its securities in Ten
Group as part of its current process of exploring various
opportunities, then it will ensure that any acquirer of those
securities will also make an offer on fundamentally equivalent
terms to acquire all of Ten Holdings' and Ten Group's issued shares
(to the extent that they are not owned by CanWest or Ten Holdings).
Ten Holdings, Ten Group and CanWest have agreed to jointly manage a
cooperative process facilitating the opportunity for CanWest, Ten
Holdings and other Ten Group shareholders to participate in any
sale of their respective interests in Ten Group and Ten Holdings.
The parties expect that this current process should be completed by
August 31, 2007, although that date may be extended in certain
circumstances. It is important to note that CanWest is under no
obligation to dispose of any of its Ten Group securities, nor has
it made any decision to do so. Throughout this process, CanWest
remains free to continue to hold its existing Ten Group securities,
or subject to the new media ownership laws coming into effect,
convert its existing Ten Group securities into Ten Group's shares
or exchange them for Ten Holdings' shares. If this current process
does not result in a disposal of CanWest's securities in Ten Group
by August 31, 2007 (or such later date as the parties may agree),
then CanWest's rights to sell its securities in Ten Group will
revert to those that currently exist under the terms of the
associated Ten Group's securities and arrangements that were put in
place at the time of Ten Holdings' initial public share offering in
1998. Among other things, CanWest could then pursue its rights
under the terms of these arrangements to sell its Ten Group
securities to a third party, without that third party being
obligated to make an offer to acquire any of Ten Holdings' shares
(or to seek the approval of Ten Holdings' shareholders to acquire
CanWest's securities in Ten Group). CanWest's 56.4% economic
interest in Ten Group comprises 14.4% of Ten Group's issued shares
and certain debentures which, when converted, would increase its
share ownership to 56.4% of that company. CanWest also has certain
rights to, under certain circumstances, exchange its Ten Group
securities for an equivalent number of shares in Ten Holdings,
although there is no obligation for it to do so. Ten Holdings and
Ten Group have retained Gresham and Freehills as their advisers.
CanWest has retained Citigroup Global Markets Inc. and Clayton Utz
as its advisers. CanWest Global Communications Corp.
(http://www.canwestglobal.com/), (TSX: CGS and CGS.A, NYSE: CWG) an
international media company, is Canada's largest media company.
CanWest is Canada's largest publisher of daily newspapers and also
owns, operates and/or holds substantial interests in conventional
television, out-of-home advertising, specialty cable channels, web
sites and radio stations and networks in Canada, New Zealand,
Australia, Turkey, Singapore, Indonesia, Malaysia, the United
Kingdom and the United States. DATASOURCE: CanWest Global
Communications Corp. CONTACT: Ten Group and Ten Holdings, Nick
Falloon, Executive Chairman, Tel +612-9650-1010; CanWest Global
Communications Corp., Tom Strike, President, CanWest MediaWorks
International, Tel (204) 956-2025
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