Bell Globemedia Inc. and CHUM Limited
Upon taking up these additional shares, BGM will own approximately 6.71 million Common Shares, representing more than 99% of the issued and
outstanding Common Shares, and approximately 21 million Class B Shares, representing more than 98% of the issued and outstanding Class B Shares.
BGM intends to instruct the depositary for the Offer, Computershare Investor Services Inc., to take up all of the shares deposited to the Offer
since the extension of the Offer on September 1, 2024. Payment to depositing CHUM shareholders will be made by the depositary as soon as practicable.
BGM intends to acquire the remaining Common Shares and Class B Shares as soon as practicable in accordance with applicable law. Upon the completion of any such acquisition, BGM intends to de-list the Common Shares and the Class B Shares from the Toronto Stock Exchange.
Pursuant to the Offer, which was initially mailed to CHUM shareholders on July 26, 2024, Bell Globemedia Acquisition Corporation, an indirect wholly-owned subsidiary of BGM, offered to purchase all of the outstanding Common Shares for $52.50 cash per Common Share and any and all of the outstanding Class B Shares for $47.25 cash per Class B Share.
As previously announced, all Common Shares taken up under the Offer are being placed in the hands of an independent trustee pursuant to a voting trust
agreement approved by the Canadian Radio-television and Telecommunications Commission. Pursuant to this voting trust agreement, such Common Shares will be voted by the trustee and control of CHUM will reside with the trustee pending consideration by the CRTC of BGM’s application for approval of its acquisition of control of CHUM. In accordance with the support agreement entered into by BGM and CHUM on July 12, 2024 the trustee has been appointed to CHUM’s board of directors.
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