Quebecor Media Inc.

Quebecor Media Inc.
Osprey Media Income Fund

Osprey Media Income Fund

June 14, 2007 13:56 ET

Quebecor Media and Osprey Media Mail Offer and Circulars

MONTREAL, QUEBEC and TORONTO, ONTARIO--(Marketwire - June 14, 2007) - Quebecor Media Inc. and Osprey Media Income Fund (TSX:OSP.UN) announced today that the offer (the "Offer") made by 4411986 Canada Inc., a wholly-owned subsidiary of Quebecor Media, to purchase all of the issued and outstanding trust units (the "Units") of Osprey Media at a price of $7.25 per Unit in cash and the related take-over bid circular as well as the trustees' circular of Osprey Media have been mailed earlier today to all holders of record of Osprey Media. Copies of the Offer, take-over bid circular, trustees' circular and related documents are available on SEDAR at

The board of trustees of Osprey Media has determined unanimously that the Offer is fair to the holders of Units (the "Unitholders") and in the best interest of Osprey Media and the Unitholders and unanimously recommends that Unitholders accept the Offer and deposit their Units under the Offer.

In arriving at their recommendation, the trustees of Osprey Media considered a number of factors which are discussed in greater detail in the trustees' circular of Osprey Media, including the fairness opinion of CIBC World Markets Inc. dated May 31, 2007 that, as at that date and subject to the assumptions, qualifications and limitations set forth therein, the consideration to be offered pursuant to the Offer is fair, from a financial point of view, to Unitholders other than Unitholders who have agreed to tender their Units pursuant to lock-up agreements.

The Offer was made pursuant to the terms of an acquisition and support agreement (the "Support Agreement") dated May 31, 2007 among 4411986 Canada Inc., Quebecor Media and Osprey Media and will be open for acceptance until 5:00 p.m. (Toronto time) on July 20, 2007 unless withdrawn or extended by 4411986 Canada Inc.

Scotia Merchant Capital Corporation and Ontario Teachers' Pension Plan, the principal unitholders of Osprey Media, have entered into lock-up agreements with 4411986 Canada Inc. pursuant to which they have agreed, subject to the terms and conditions contained therein, to tender to the Offer approximately 53.9% of the total Units.

The Offer price of $7.25 per Unit in cash represents a premium of 30.6% over the $5.55 closing price of the Units on the Toronto Stock Exchange ("TSX") on March 5, 2007, the last trading day prior to the public announcement by the board of trustees of Osprey Media that it had initiated a process to identify and consider strategic alternatives available to Osprey Media to enhance Unitholder value. It also represents a 4.8% premium over the closing price of the Units on the TSX on May 31, 2007, the last trading day prior to the announcement by Quebecor Media and Osprey Media that they had entered into the Support Agreement and a premium of 9.8% over the volume-weighted average price of the Units on the TSX for the 30 trading days prior to May 31, 2007.

In accordance with the terms of the Support Agreement, Osprey Media expects to continue to pay regular monthly distributions to Unitholders equal to $0.064 per Unit pending payment for Units tendered to the Offer.

About Osprey Media

Osprey Media Income Fund is one of Canada's leading publishers of daily and non-daily newspapers, magazines and specialty publications. Its publications include 20 daily newspapers and 34 non-daily newspapers together with shopping guides, magazines and other publications.

About Quebecor Media

Quebecor Media is a wholly-owned subsidiary of Quebecor Inc. (TSX:QBR.A)(TSX:QBR.B), a communications company with operations in North America, Europe, Latin America and Asia. Quebecor Media owns operating companies in numerous media related businesses: Videotron Ltd., the largest cable operator in Quebec and a major Internet Service Provider and provider of telephone and business telecommunications services; Sun Media Corporation, the largest newspaper chain in Quebec and the second largest in Canada; TVA Group Inc., operator of the largest French-language over-the-air television network in Quebec, a number of specialty channels, and the English-language over-the-air station Sun TV; Canoe Inc., operator of a network of English-and French-language Internet properties in Canada; Nurun Inc., a major interactive technologies and communications agency with offices in Canada, and the United States, Europe and Asia; companies engaged in book publishing and magazine publishing; and companies engaged in the production, distribution and retailing of cultural products, namely Archambault Group Inc., the largest chain of music stores in eastern Canada, TVA Films, and LeSuperClub Videotron ltee, a chain of video and video game rental and retail stores.

Contact Information

  • Osprey Media Income Fund
    Michael Sifton
    President and Chief Executive Officer
    905-752-1132 x 225
    Quebecor Inc.
    Luc Lavoie
    Executive Vice President, Corporate Affairs
    Office: 514-380-1974
    Mobile: 514-947-6672