CanWest Global Communications Corp. ("CanWest") and GS Capital Partners, a private equity affiliate of Goldman, Sachs & Co., announced that a new acquisition company has entered into a definitive agreement with Alliance Atlantis Communications Inc. ("Alliance Atlantis") to acquire all of its outstanding Class A voting and Class B non-voting shares at a purchase price of CDN$53.00 per share in cash for an aggregate price of approximately CDN$2.3 billion."Today's transaction is consistent with CanWest's strategy to enhance its existing television business and expand its presence in the fast growing specialty television sector," said Leonard Asper, President & CEO of CanWest.
"I believe this transaction represents great value for our shareholders," said Michael MacMillan, Executive Chairman of Alliance Atlantis and substantial shareholder of the company, with co-founder Seaton McLean.
Shareholders representing approximately 80% of the Class A voting shares, have agreed to vote their shares of Alliance Atlantis in favour of the shareholders' resolution approving the Arrangement.
The Arrangement is also subject to court approval as well as certain other customary conditions, including the receipt of regulatory approvals. Pending approval from the Canadian Radio-television and Telecommunications Commission ("CRTC") for the change of ownership and transfer of control of the specialty television channels, the securities of the relevant regulated entities will be deposited with a trustee pursuant to a voting trust agreement approved by the CRTC.
A CanWest-controlled company will be the controlling shareholder of Alliance Atlantis following the closing of the transaction.
Upon receipt of CRTC approval, Alliance Atlantis' specialty TV business and CanWest's Canadian TV business will be ultimately combined, Alliance Atlantis' Motion Picture Distribution business will be controlled by a Canadian partner of GS Capital Partners and CBS will assume international distribution of "CSI", "CSI: Miami" and "CSI: NY".
