Yellow Pages Group
TSX : YLO.UN

Yellow Pages Group

August 14, 2006 06:30 ET

Yellow Pages Group to Acquire MTS Media, the Directory Business Unit of MTS Allstream

MONTREAL, QUEBEC--(CCNMatthews - Aug. 14, 2006) - Yellow Pages Group through Yellow Pages Income Fund (TSX:YLO.UN) announced today that it has entered into a definitive agreement to acquire MTS Media from MTS Allstream Inc. for a purchase price of $275 million payable in cash at closing, plus certain assumed liabilities. This transaction is subject to regulatory clearance and is expected to close in October, 2006.

"We are very pleased to add MTS Media to our national directory platform as it reinforces our position as Canada's largest directory publisher," stated Marc P. Tellier, President and CEO of Yellow Pages Group. "This acquisition is in direct alignment with our external growth strategy to expand the geographic footprint of our core directory business in Canada."

MTS Media is the incumbent and largest directory publisher in the province of Manitoba. The Company publishes 11 different titles with a total circulation of approximately 1.7 million copies. MTS Media also produces and markets online advertising products through its online directory, www.mtsyellowpages.com.

With this acquisition, YPG will be the number one directory publisher in Canada's top 10 largest markets. This transaction will allow YPG to offer complete local content both print and online in all major Canadian urban markets, now including Winnipeg, a benefit which management believes will be of particular interest to national advertisers.

YPG also sees new growth opportunities in adding the Manitoba market to its directory platform. The Company expects to drive revenues by standardizing the product offering and accelerating online penetration with both users and advertisers. In addition, this acquisition will allow YPG to develop cross-selling opportunities with its Vertical Media segment.

"We look forward to working with our new colleagues at MTS Media. The acquisition allows us to further strengthen our asset base across our two national platforms of Directories and Vertical Media," added Mr. Tellier. "We are clearly well positioned to continue to maximize distributable cash and deliver great returns to unitholders."

MTS Media is a stable and profitable business with low operating costs resulting in highly predictable annual cash flows. In 2005, MTS Media generated revenues and EBITDA of approximately $42 million and $23 million respectively. The company estimates that as part of YPG, MTS Media's normalized revenues would be approximately $44 million and normalized EBITDA would be approximately $25 million for the twelve-month period ended June 30, 2006.

Acquisition Terms

The purchase price of $275 million will be payable in cash at closing and financed through existing funding sources. In connection with the transaction, management also expects to assume certain other liabilities associated with the MTS Media business estimated at $6 million.

"The transaction is not only strategically but also financially attractive to us," declared Christian M. Paupe, Executive Vice President and Chief Financial Officer of Yellow Pages Group. "The acquisition of MTS Media is immediately accretive to distributable cash."

RBC Capital Markets acted as financial advisor to YPG while Greenhill & Co. acted as financial advisor to Manitoba Telecom Services Inc. on the transaction.

For further information, consult the MTS Media acquisition fact sheet by clicking here: http://www.ccnmatthews.com/docs/MTsE.pdf

About MTS Allstream Inc.

MTS Allstream is one of Canada's leading national communication solutions providers, delivering innovative products and services through its Consumer Markets and Enterprise Solutions divisions. Its Consumer Markets division serves residential and business customers in Manitoba with a full suite of wireline voice, high-speed Internet and data, next generation wireless, directory, digital television, security and alarm monitoring services. Its Enterprise Solutions division provides national business customers with a world-class portfolio of IP-based connectivity, managed network services, and professional services. MTS Allstream's extensive national broadband fibre optic network spans more than 24,300 kilometres, and provides international connections through strategic partnerships and interconnection agreements with other international service providers. Its Common Shares are listed on the Toronto Stock Exchange (TSX:MBT). For more information, visit www.mtsallstream.com.

About Yellow Pages Income Fund

Yellow Pages Income Fund indirectly holds an approximate 96% ownership interest in Yellow Pages Group and Trader Corporation. Yellow Pages Group is Canada's largest telephone directories publisher. It publishes annually more than 330 Yellow Pages™ and residential directories. The Company owns and manages Canada's most visited online directories, YellowPages.ca™ and Canada411.ca, as well as CanadaPlus.ca™, a network of seven local city sites. Trader Corporation is a Canadian leader in print and online vertical media with approximately 200 publications and 20 web sites covering four product verticals: automotive, real estate, general merchandise and employment. Its main brands include Auto Trader™, Auto Hebdo™, The Bargain Finder™, Buy&Sell™, Renters News™ and Home Renters' Guide™. For more information about the Fund, visit www.ypg.com.

Caution Concerning Forward-Looking Statements

Certain statements in this news release may contain forward-looking statements. Such statements involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements to differ materially from those expressed in the forward-looking statements. Neither Yellow Pages Income Fund nor YPG assume responsibility for the accuracy and completeness of the forward-looking statements and do not undertake any obligation to publicly revise these forward-looking statements to reflect subsequent events or circumstances.

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