The current shareholders of Bell Globemedia – The Woodbridge Company Limited and BCE Inc. –
Woodbridge, the Toronto-based holding company of the Thomson family, will increase its ownership from 31.5 percent to 40 percent. BCE will continue to
be an important shareholder, with 20 percent, down from 68.5 percent. The two new shareholders – Teachers’ and Torstar – will each acquire a 20 percent stake in BGM. The changes are subject to regulatory approval, including the CRTC.
This all-Canadian shareholder group will provide the continuity and stability, along with access to new capital, needed for BGM to continue on its
successful growth strategy and seize new opportunities.
Ivan Fecan, President and Chief Executive Officer of BGM and Chief Executive Officer of CTV, said: “The continuing support of BCE and Woodbridge
and the addition of Teachers’ and Torstar represents a strong vote of confidence in our performance over the last five years and in our plans for the future.”
BGM’s assets include the CTV television network, Canada’s leading private broadcaster, with 21 stations across Canada; The Globe and Mail, Canada’s
national newspaper; and fifteen specialty television services, many of them market leaders. The transaction will have no effect on Bell Globemedia’s
senior leadership, operations or mix of business.
Ken Thomson, Chairman of Woodbridge, said: “We strongly believe that Bell Globemedia has a tremendous future in the rapidly changing media sector. Today’s announcement positions the company to seize those opportunities. This new shareholder group brings together four great Canadian businesses to create an even stronger and more dynamic Bell Globemedia.”
“Bell Globemedia has tremendous potential as Canada’s flagship media enterprise and, together with our partners, we will be actively engaged in its
future growth,” said Michael Sabia, President and Chief Executive Officer of BCE. “BCE sees its participation in Bell Globemedia as a significant
opportunity for our company, particularly as we leverage our continued access to Bell Globemedia’s content for our growth platforms – wireless, Internet and television. Our ongoing involvement with Bell Globemedia will drive our efforts to develop innovative, next generation services for our customers.”
“This investment gives Torstar substantial exposure to conventional and specialty television in Canada and strengthens Torstar’s position as a broadly-
based media company” said Robert Prichard, President and Chief Executive Officer of Torstar. “By investing in partnership with Woodbridge, Teachers’
and BCE, Torstar has established a meaningful position in the Canadian television industry. As digital technologies and the Internet continue to
shape the media landscape, we look forward to exploring new business development opportunities with Bell Globemedia in these areas. We expect to
build on our earlier success in growing Workopolis – jointly created by Torstar and Bell Globemedia – to explore new complementary Internet-based businesses.”
Robert Prichard went on to say: “The Thomson family, through its steady ownership interest in The Globe and Mail, has long demonstrated a deep respect
for editorial independence, journalistic freedoms and the importance of great newspapers to our nation. At Torstar we share these values and will continue to be equally vigilant with respect to the independence of the Toronto Star and our other newspapers.”
“Our investment in Bell Globemedia is consistent with our mission to maximize the returns we deliver to our members,” said Jim Leech, Senior Vice-
President of Teachers’ Private Capital, the private investing arm of the Ontario Teachers’ Pension Plan. “Bell Globemedia is an industry leader, with
strong brands, consistent performance and an experienced management team that has demonstrated an ability to execute against its strategy and a commitment to building for the future.”
BCE and Bell Globemedia have also signed a new commercial agreement that calls for the two companies to work together on new initiatives that will use BCE distribution platforms to maximize the value of Bell Globemedia content. Among a number of new joint initiatives that are expected to be announced in the New Year are customized news and sports “made for mobile” video clips and a next generation TSN Extra, offering a first-to-market Interactive TV experience to Bell ExpressVu customers.
Details of the Transaction
Under the new shareholder structure, Woodbridge will own 40 percent of
Bell Globemedia and BCE, Teachers’ and Torstar will each own 20 percent. At
the closing, which is expected to take place in the third quarter of 2024
assuming regulatory approvals have been obtained, Teachers’ and Torstar will
each purchase its interest in Bell Globemedia from BCE for $283 million and
Woodbridge will purchase its additional 8.5 percent interest from BCE for
$120 million. These transactions value Bell Globemedia at approximately ten
times EBITDA.
At the time of closing, Torstar, Teachers’ and Woodbridge will each
invest in Bell Globemedia on the same financial valuation which anticipates an
enterprise value in the range of $2.6 billion to $2.7 billion and an equity
value of $1.413 billion.
In conjunction with the agreement to make these ownership changes, Bell
Globemedia will restructure its capital on a basis more appropriate to ongoing
operations through additional borrowing and a return of capital to BCE and
Woodbridge. The recapitalization is expected to be completed in January 2024.
The recapitalization of Bell Globemedia and the sale of its shares to
Torstar, Teachers’ and Woodbridge will see BCE receive cash proceeds of
approximately $1.3 billion, including $607 million as a return of capital.
Together with its remaining 20 percent interest in Bell Globemedia, these
transactions value BCE’s pre-recapitalization interest in Bell Globemedia at
approximately $1.575 billion.
Torstar will equity account for the investment and will fund it with
debt. Torstar expects the acquisition to be modestly accretive, apart from any
potential amortization of intangible assets.
Closing Terms and Conditions
The plan is subject to a number of approvals and closing conditions,
including approval by the Canadian Radio-television and Telecommunications
Commission (CRTC) and the Competition Bureau. BCE and Woodbridge said filings
to commence the review process are expected to be made promptly and a decision
is anticipated in 2024. In addition, BGM expects to obtain the necessary
incremental bank debt this month and make the cash distributions to its
current shareholders in January 2024.
Bell Globemedia is Canada’s premier multi-media company with ownership
interests in Canada’s leading media properties including: CTV Inc., the number-
one private broadcaster, and The Globe and Mail, the leading national daily
newspaper. CTV operates 21 conventional television stations across Canada and
offers a wide-range of quality news, sports, information and entertainment
programming. It has the number-one national newscast, CTV News with Lloyd
Robertson, and is the number-one choice for viewers.
Additionally, CTV has interests in 15 specialty channels, including
Canada’s number-one specialty channel, TSN, along with the companion website
tsn.ca. Other specialty properties include CTV Newsnet, The Comedy Network,
Report on Business Television, Réseau des sports, Discovery Channel and OLN,
along with several digital specialty channels, Animal Planet, Discovery
Civilization, Discovery HD Theatre, ESPN Classic, NHL Network, CTV Travel and
RIS Info Sports. Each channel features a complementary interactive and dynamic
website.
The Globe and Mail publishes Report on Business magazine, Canada’s pre-
eminent business publication, and also owns many interactive properties
including globeandmail.com, globeinvestorgold.com, globeadvisor.com,
globefund.com and globetechnology.com, and has a 40 percent interest in
Canada’s leading provider of Internet recruitment and job search solutions,
workopolis.com .
Other Bell Globemedia investments include: a 15 percent interest in Maple
Leaf Sports and Entertainment, which owns the Toronto Maple Leafs, Toronto
Raptors and the Air Canada Centre; and a 50 percent interest in Dome
Productions, a North American leader in the provision of mobile high
definition production facilities.
With stations, news bureaus and offices in all of Canada’s major cities,
as well as international CTV news bureaus and international Globe and Mail
bureaus, Bell Globemedia ensures that what interests Canadians – locally,
nationally and internationally – makes it to the screen, into print and on to
the Internet.
Woodbridge is the Toronto-based primary investment vehicle for the
Thomson family. It has a controlling interest in The Thomson Corporation, a
world leader in providing integrated information solutions. Woodbridge also
has interests in information technology, real estate, publishing and other
businesses.
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