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NordStar Capital to Acquire Torstar

  • NordStar has secured approval from Torstar's Board of Directors and the support of a significant majority of Torstar's Voting Trust and its largest independent shareholder, Fairfax Financial for its arrangement agreement

  • A private structure is needed to ensure a strong future for these world-class media assets and for the journalists who work there

  • NordStar will honour the Toronto Star's storied history by retaining its long-standing commitment to progressive positions and fearless journalism

  • Former Ontario Premier the Honourable David Peterson will be appointed Vice Chair of the Toronto Star on completion

TORONTO , May 26, 2020 /CNW/ - NordStar Capital ("NordStar") announced today that it has entered into an arrangement agreement with Torstar Corporation (TS-B.TO) ("Torstar") to acquire its portfolio of news media businesses, including the Toronto Star.

The transaction, which is a good deal for shareholders, is meaningful for the future of local journalism, and Canadian newsreaders who depend on reliable, fact-based reporting.

Acknowledging that it was time for change, Torstar chairman John Honderich said: "While we have loved the company and are immensely proud of it, the time has come to pass the torch. We hope the sale will benefit Torstar in the years ahead and believe that this is the beginning of an exciting new chapter for the company."

"That new chapter starts with our belief in news. With this transaction we can ensure a future for world-class journalists and world-class journalism befitting the Star's storied history," said Jordan Bitove . "My family has always sought to contribute to the fabric of this country. Today's announcement reflects those values and builds on that history. We are committed to investing in the news business and preserving the Atkinson Principles. Fairness and accuracy will continue to guide the papers' value system."

As the business of news changes, the Toronto Star's founding principles will not.

"Since its inception as the Evening Star, the Star has been the voice of this city. As Canada's largest daily newspaper, it has fulfilled a vital civic role as an outlet for expert opinion and what's trusted as true," said Paul Rivett . "Jordan and I are very excited to become involved with the business that Joe Atkinson built. He was first and foremost a hard-working businessman. Like us, he did not start the paper, he came in to fix it. That's what we intend to do and we are very fortunate to have the Honourable David Peterson, former Premier of Ontario , as our Vice Chair."

"The Toronto Star is the voice for people who don't have a voice," said the Hon. David Peterson . "It's what gives the paper its distinctive voice, and it's a perspective I share. I am delighted to be involved. I have worked closely with Jordan and his family and Paul is among the most respected businesspeople in this country. I am very pleased to be part of this team."

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About the transaction

Under the terms of the transaction, NordStar, controlled by Jordan Bitove and Paul Rivett and wholly-owned by the Bitove and Rivett families, will acquire all of the issued and outstanding Class A shares and Class B non-voting shares of Torstar for $0.63 in cash per share representing a 66.7% premium to the 20-day volume-weighted average trading price of the Class B non-voting shares as at May 25, 2020 .

The transaction was approved by Torstar's Board of Directors, has received the support of a significant majority of the Class A shareholding members of the Voting Trust and is supported by Torstar's largest independent shareholder, Fairfax Financial Holdings Limited ("Fairfax Financial"). The purchasers have secured voting support agreements with the Voting Trust and Fairfax Financial in respect of approximately 60.8% of the total number of issued and outstanding shares.

Upon completion, Torstar will be taken private and former Ontario Premier the Hon. David Peterson has agreed to be appointed as vice chairman of the Toronto Star, by NordStar.

The transaction remains subject to regulatory and shareholder approvals and is expected to close in the third quarter of 2020.

Marckenz Group Capital Partners and Blair Franklin Capital Partners Inc. are acting as financial advisors to Torstar. Blake, Cassels & Graydon LLP is legal counsel to Torstar.

NordStar was supported by PointNorth Capital. RBC Capital Markets is acting as financial advisor to NordStar. Norton Rose Fulbright Canada LLP is legal counsel to NordStar. Navigator provided strategic counsel to NordStar.

Torys LLP is legal counsel to Fairfax Financial.

About Mr. Bitove

Jordan Bitove is an accomplished entrepreneur. Coming from one of Canada's great nation-building families, Mr. Bitove contributed significantly to the start-up of the Toronto Raptors Basketball Club, the first NBA franchise awarded outside of the United States , and Toronto's bid for the 2008 Olympic Games.

Mr. Bitove is on the Board of Directors of the SickKids Foundation. He was a Board of Governor for Western University , a former member of the Toronto International Film Festival Board of Directors and a former member of the Canadian Advisory Board for Right to Play.

About Mr. Rivett

Paul Rivett recently retired as the President of Fairfax Financial after 17 years with the company. Fairfax Financial is a global insurance and value investing focused holding company based in Toronto, Canada which, through its subsidiaries, is engaged in property and casualty insurance and reinsurance and the associated investment management. Mr. Rivett remains on the Board of Directors of certain Fairfax Financial investees, including as Chairman of Recipe Unlimited.

SOURCE NordStar Capital


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