NEW
YORK and TORONTO,
Oct. 23,
2023 /CNW/ -- OUTFRONT Media Inc. (NYSE: OUT)
and Bell Media announced today that they have entered into an
agreement to sell the Canadian business of OUTFRONT Media to Bell
Media, a wholly-owned subsidiary of BCE (TSX, NYSE: BCE). The
purchase price is C$410 million in
cash, subject to certain adjustments and a holdback. The
transaction is expected to close in 2024, subject to regulatory
approval and other closing conditions.
As of December 31, 2022, OUTFRONT
Media's Canadian business operated 9,325 total displays in the
country and generated revenues of U.S. $91.9
million during that year.
Jeremy Male, Chairman and Chief
Executive Officer of OUTFRONT Media, said: "The sale of our
Canadian business highlights the value of our assets and will
provide us with additional financial flexibility as we focus on our
U.S. assets. While we will miss our Canadian colleagues, we know
the business we have built together will be in excellent hands with
Bell Media."
Stewart Johnston, Senior
Vice-President, Sales and Sports of Bell Media, said: "The out of
home category continues to grow in importance as a mass reach
advertising vehicle, while digital formats allow for greater
targeting capabilities. OUTFRONT's diverse array of Canadian assets
reinforces Astral's dedication to delivering impactful,
multi-channel marketing solutions, while accelerating Bell Media's
digital strategy. The synergy between OUTFRONT's established
expertise and our commitment to driving innovation will provide
clients with tremendous opportunities on a true coast-to-coast
footprint."
Solomon Partners, L.P. is acting as financial advisor to
OUTFRONT Media Inc. and Cravath, Swaine & Moore LLP and Davies,
Ward, Phillips & Vineberg LLP, are serving as legal advisors.
National Bank Financial Inc. is acting as financial advisor to Bell
Media and Blake, Cassels & Graydon LLP is acting as legal
advisor.
About OUTFRONT Media Inc.
OUTFRONT leverages the power
of technology, location, and creativity to connect brands with
consumers outside of their homes through one of the largest and
most diverse sets of billboard, transit, and mobile assets in
North America. Through its
technology platform, OUTFRONT will fundamentally change the ways
advertisers engage audiences on-the-go.
About Bell Media
Bell Media is Canada's leading content creation company with
premier assets in television, radio, digital and out-of-home media,
including 35 television stations that are part of the CTV and Noovo
networks; 26 specialty channels, including sports leaders TSN and
RDS; bilingual TV and streaming service Crave; the iHeartRadio
Canada brand encompassing 215 music channels, including 103 radio
stations in 58 Canadian markets; and the Astral out-of-home
advertising network. Bell Media is also a partner in Montréal's
Grande Studios, Just for Laughs and Dome Productions, one of
North America's leading production
facilities providers. Bell Media is part of BCE Inc. (TSX, NYSE:
BCE), Canada's largest
communications company. Learn more at BellMedia.ca.
Contacts:
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OUTFRONT Media
Inc.
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Bell
Canada
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Investors
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Investors
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Stephan
Bisson
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Thane
Fotopoulos
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Investor
Relations
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Investor
Relations
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(212)
297-6573
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(514)
870-4619
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stephan.bisson@OUTFRONT.com
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thane.fotopoulos@bell.ca
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Media
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Media
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Courtney
Richards
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Kaitlynn
Jong
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Communications &
Event Manager
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Manager, Digital and
Strategic Communications
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(646)
876-9404
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(647)
456-7487
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courtney.richards@OUTFRONT.com
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Kaitlynn.jong@bellmedia.ca
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Bell Media Inc.'s ("Bell Media") Caution Concerning
Forward-Looking Statements
Certain statements made in this news release are forward-looking
statements, including statements relating to the expected timing
for the closing of the proposed sale of the Canadian business of
OUTFRONT Media Inc. to Bell Media (the "Transaction"), certain
potential benefits expected to result from the Transaction, Bell
Media's business outlook, objectives, plans and strategic
priorities, and other statements that are not historical facts. All
such forward-looking statements are made pursuant to the "safe
harbor" provisions of applicable Canadian securities laws and of
the United States Private Securities Litigation Reform Act of 1995.
Forward-looking statements are subject to inherent risks and
uncertainties and are based on several assumptions which give rise
to the possibility that actual results or events could differ
materially from our expectations. These statements are not
guarantees of future performance or events, and we caution you
against relying on any of these forward-looking statements. The
forward-looking statements contained in this news release describe
Bell Media's expectations at the date of this news release and,
accordingly, are subject to change after such date. Except as may
be required by applicable securities laws, Bell Media does not
undertake any obligation to update or revise any forward-looking
statements contained in this news release, whether as a result of
new information, future events or otherwise. The completion of the
Transaction is subject to customary closing conditions, termination
rights and other risks and uncertainties including, without
limitation, regulatory approvals. Accordingly, there can be no
assurance that the Transaction will occur, or that it will occur on
the terms and conditions, or at the time, contemplated in this news
release. The Transaction could be modified, restructured or
terminated. There can also be no assurance that the benefits
expected to result from the Transaction will be realized. For
additional information on assumptions and risks underlying certain
of our forward-looking statements made in this news release, please
consult BCE Inc.'s (BCE) 2022 Annual MD&A dated March 2, 2023, BCE's 2023 First and Second
Quarter MD&As dated May 3, 2023
and August 2, 2023, respectively,
BCE's news release dated August 3,
2023 announcing its financial results for the second quarter
of 2023, filed by BCE with the Canadian provincial securities
regulatory authorities (available at Sedarplus.ca) and with the
U.S. Securities and Exchange Commission (available at SEC.gov).
These documents are also available at BCE.ca.
OUTFRONT Media's Cautionary Statement Regarding
Forward-Looking Statements
We have made statements in this document that are
forward-looking statements within the meaning of the federal
securities laws, including the Private Securities Litigation Reform
Act of 1995. You can identify forward-looking statements by the use
of forward-looking terminology such as "will" or "expects," or the
negative of these words and phrases or similar words or phrases
that are predictions of or indicate future events or trends and
that do not relate solely to historical matters. You can also
identify forward-looking statements by discussions of strategy,
plans or intentions relating to the sale of OUTFRONT Media Inc.'s
Canadian business (the "Transaction") and any potential benefits of
the Transaction, and our capital resources, portfolio performance
and results of operations. Forward-looking statements involve
numerous risks and uncertainties and you should not rely on them as
predictions of future events. Forward-looking statements depend on
assumptions, data or methods that may be incorrect or imprecise and
may not be able to be realized. We do not guarantee that the
transactions and events described will happen as described (or that
they will happen at all). The following factors, among others,
could cause actual results and future events to differ materially
from those set forth or contemplated in the forward-looking
statements: consummating the Transaction may be more difficult,
costly, or time consuming than expected and the anticipated
benefits may not be fully realized; the parties being unable to
satisfy closing conditions, which could delay or cause the parties
to abandon the Transaction; a change, event or occurrence that
could give rise to the termination of the share purchase agreement
or the Transaction; the failure to obtain necessary regulatory
approval or obtaining regulatory approval subject to conditions
that are not anticipated; any diversion of management time on
Transaction-related issues; declines in advertising and general
economic conditions, including the current heightened levels of
inflation; the severity and duration of pandemics, and the impact
on our business, financial condition and results of operations;
competition; government regulation; our ability to implement our
digital display platform and deploy digital advertising displays to
our transit franchise partners; losses and costs resulting from
recalls and product liability, warranty and intellectual property
claims; our ability to obtain and renew key municipal contracts on
favorable terms; taxes, fees and registration requirements;
decreased government compensation for the removal of lawful
billboards; content-based restrictions on outdoor advertising;
seasonal variations; acquisitions and other strategic transactions
that we may pursue could have a negative effect on our results of
operations; dependence on our management team and other key
employees; diverse risks in our Canadian business; experiencing a
cybersecurity incident; changes in regulations and consumer
concerns regarding privacy, information security and data, or any
failure or perceived failure to comply with these regulations or
our internal policies; asset impairment charges for our long-lived
assets and goodwill; environmental, health and safety laws and
regulations; expectations relating to environmental, social and
governance considerations; our substantial indebtedness;
restrictions in the agreements governing our indebtedness;
incurrence of additional debt; interest rate risk exposure from our
variable-rate indebtedness; our ability to generate cash to service
our indebtedness; cash available for distributions; our failure to
remain qualified to be taxed as a real estate investment trust
("REIT"); REIT distribution requirements; availability of external
sources of capital; we may face other tax liabilities even if we
remain qualified to be taxed as a REIT; complying with REIT
requirements may cause us to liquidate investments or forgo
otherwise attractive investments or business opportunities; our
ability to contribute certain contracts to a taxable REIT
subsidiary ("TRS"); our planned use of TRSs may cause us to fail to
remain qualified to be taxed as a REIT; REIT ownership limits;
failure to meet the REIT income tests as a result of receiving
non-qualifying income; the Internal Revenue Service may deem the
gains from sales of our outdoor advertising assets to be subject to
a 100% prohibited transaction tax; and other factors described in
our filings with the Securities and Exchange Commission (the
"SEC"), including but not limited to the section entitled "Risk
Factors" in our Annual Report on Form 10-K for the year ended
December 31, 2022, filed with the SEC
on February 23, 2023. All
forward-looking statements in this document apply as of the date of
this document or as of the date they were made and, except as
required by applicable law, we disclaim any obligation to publicly
update or revise any forward-looking statement to reflect changes
in underlying assumptions or factors, of new information, data, or
methods, future events, or other changes.
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SOURCE OUTFRONT Media Inc.