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Category Corporate Date 9/8/2005 |
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CanWest initiates tender offers and consent solicitations
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WINNIPEG, Sept. 8, 2005 - CanWest MediaWorks Inc. ("CanWest"), a
wholly-owned subsidiary of CanWest Global Communications Corp., today
announced that it has commenced cash tender offers for any and all of its
outstanding 10 5/8% Senior Subordinated Notes due 2011 and 7 5/8% Senior
Unsecured Notes due 2013. These two series of debt securities have a combined
principal amounts outstanding of US$625 million (CDN$744 million).
As part of these offers, CanWest is soliciting noteholders' consents to
amend certain provisions of these notes and the related indentures. The tender
offers and consent solicitations are an integral part of CanWest's decision to
transfer its Canadian newspaper and interactive operations (with the exception
of the National Post) to a limited partnership, all of the interests in which
will be indirectly held by CanWest and CanWest MediaWorks Income Fund (the
"Fund"). The Fund will complete an initial public offering in Canada to
finance the acquisition of its indirect interest in the partnership. The
purpose of the consent solicitations and the proposed amendments to the notes
and related indentures is to eliminate substantially all restrictive covenants
and certain events of default contained in the notes and indentures, in order
to allow the Canadian IPO and related transfer of the newspaper and online
operations, and to increase CanWest's operational and financial flexibility.
For both offers, the early tender premium deadline for the consent
solicitations is 5:00 p.m. Eastern Daylight Time (EDT) on September 21, 2005
and the expiration time is midnight EDT, on October 12, 2005. Holders may
withdraw their tenders of notes prior to 5:00 p.m. EDT on September 21, 2005.
All of these dates are subject to extension at CanWest's election.
CanWest intends to use a portion of the expected proceeds from a planned
sale of its Canadian newspaper and interactive operations to CanWest
MediaWorks Limited Partnership to acquire the Senior Subordinated Notes and
Senior Unsecured Notes accepted pursuant to the tender offers.
The purchase prices for notes of each series will be determined on
October 6, 2005 (subject to extension) in the manner described in the Offers
to Purchase and Consent Solicitation Statements dated September 8, 2005 that
CanWest has distributed to holders of the notes. The purchase price for the
Senior Subordinated Notes will be a "fixed spread" price. The purchase price
for the Senior Unsecured Notes will be a composite price equal to the sum of
35% of the "equity claw-back" price described in the terms of those notes and
65% of a "fixed spread" price. The fixed spread prices for each of the two
series of notes will be calculated using a yield equal to a fixed spread of
50 basis points plus the yield to maturity of, in the case of the Senior
Subordinated Notes, the 2.000% U.S. Treasury Note due May 15, 2006 and, in the
case of the Senior Unsecured Notes, the 2.625% U.S. Treasury Note due May 15,
2008.
The purchase price for notes of each series includes an early tender
premium that is equal to $30.00 per $1,000 principal amount of the notes.
Holders of notes tendered after the early tender premium deadline will not
receive the early tender premium.
The offers are subject to conditions including the tender of a set
minimum amount of notes of each series and the successful creation and
Canadian IPO of the Fund.
CanWest has retained Citigroup Global Markets Inc. to serve as dealer
manager for the tender offers and consent solicitations. Global Bondholder
Services Corporation will serve as the depositary and information agent for
the tender offers and consent solicitations.
Requests for documents relating to the tender offers and consent
solicitations may be directed to Global Bondholder Services Corporation by
telephone at (toll free) or or in writing at 65
Broadway, Suite 74, New York, NY, 10006. Questions regarding the tender offers
and consent solicitations may be directed to Citigroup Global Markets Inc.,
Liability Management Group, at (toll free) or
(collect).
This news release is neither an offer to purchase nor a solicitation of
an offer to sell the notes. The offers are being made only pursuant to the
Offers to Purchase and Consent Solicitation Statements dated September 8, 2005
which CanWest has distributed to holders of the Senior Subordinated Notes and
Senior Unsecured Notes. The Fund's units have not been, and will not be,
registered under the United States Securities Act of 1933, as amended, and may
not be offered or sold in the United States absent registration or the
availability of an applicable exemption from the registration requirement of
such Act.
The Fund's units are being offered in Canada only by means of the
preliminary prospectus. This news release does not constitute an offer to sell
or the solicitation of any offer to buy, nor shall there be any sale of the
Fund's units in any province, territory, state or jurisdiction in which such
offer, solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such province, state or
jurisdiction.
CanWest MediaWorks Inc. is a wholly-owned subsidiary of CanWest Global
Communications Corp. (NYSE: CWG; TSX: CGS.SV and CGS.NV;
www.canwestglobal.com), an international media company. CanWest, Canada's
largest publisher of daily newspapers, owns, operates and/or holds substantial
interests in newspapers, conventional television, out-of-home advertising,
specialty cable channels, radio networks and web sites in Canada, New Zealand,
Australia, and the Republic of Ireland.
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