BVM BV Media

TORONTO and MONTREAL, Aug. 6 /CNW/ -- TORONTO and MONTREAL, Aug. 6 /CNW Telbec/ - Rogers Media Inc. ("Rogers Media") and BV! Media Inc. ("BV! Media") today announced that they have entered into a definitive agreement pursuant to which Rogers Media will acquire all of the issued and outstanding Common Shares of BV! Media for $0.40 in cash per share. The all-cash consideration of $0.40 per Share values BV! Media at approximately $25 million and represents a premium of approximately 100% to the volume-weighted average trading price of the BV! Media shares for the past 20 trading days on the TSX Venture Exchange. "We are thrilled to have the BV! Media team join the Rogers family," said Claude Galipeau, SVP & GM, Digital Media, Rogers Media. "BV! Media has an extensive line of ad solutions that we will incorporate into our existing digital media sales offerings. In addition, the BRANCHEZ-VOUS! network of sites in Quebec will give us greater reach in the Francophone market. Upon closing, Rogers Digital Media will have an impressive set of content offerings and digital sales solutions, including premium brands, exclusive sales inventory on partner sites, channels targeting key demographics, and performance media." "We are very pleased with this transaction for many reasons: it reflects BV! Media's true value and exemplifies our commitment to maximize value for all our shareholders," commented Gino Coutu, President, Ad network and co-CEO of BV! Media. "Furthermore, it is occurring with a strategic partner that has already demonstrated its respect for our organization and our people, and it ensures total continuity with our trusted partners and clients. This transaction is fully supported by the senior management team." "After fifteen years as a successful standalone business we are eager to become part of one of Canada's largest media companies and to have our team and assets contribute to Rogers' expansion in both digital media and the Quebec market" commented Patrick Pierra, founder and co-CEO of BV! Media. Management Commitment Certain shareholders of BV! Media, including Patrick Pierra, President, Content and co-Chief Executive Officer, Gino Coutu, President, Ad Network and co-Chief Executive Officer, Athanasios Vorias, Chief Financial Officer, Lior Amar, Chief Technology Officer and Harold E. Sharon, Director, who hold in the aggregate approximately 76% of the BV! Media shares, have each entered into voting and support agreements with Rogers Media pursuant to which they have irrevocably agreed to vote their BV! Media shares in favour of the transaction ("hard lock-ups"). Transaction Process The transaction will be effected by way of a statutory amalgamation of BV! Media with a wholly-owned subsidiary of Rogers Media under the Canada Business Corporations Act, requiring the approval of 66 2/3% of the votes cast by holders of Common Shares of BV! Media. A special meeting of shareholders of BV! Media will be held to consider the transaction in the second half of September, 2010. Subject to receiving the required BV! Media shareholder approval and to the satisfaction of other customary conditions, it is anticipated that this transaction would close shortly after the shareholder meeting. Board Approves Unanimously BV! Media appointed a Special Committee of the Board of Directors comprised of three directors who are independent within the meaning of Multilateral Instrument 61-101, namely Messrs André Bisson (Chairman) and Jean-Pascal Lion, and Ms. Martine Guimond. The proposed transaction has been approved unanimously by the Board of Directors of BV! Media (with interested directors abstaining) following the report and favourable unanimous recommendation of the Special Committee. In doing so, the Board of Directors determined that the transaction is fair to BV! Media shareholders and in the best interests of BV! Media and authorized the submission of the transaction to shareholders. The Board of Directors of BV! Media has also determined unanimously (with interested directors abstaining) to recommend that shareholders of BV! Media vote in favour of the transaction. In reviewing the transaction, the Special Committee received an opinion from National Bank Financial Inc. to the effect that the consideration to be received pursuant to the transaction is fair, from a financial point of view, to the shareholders of BV! Media. A copy of the fairness opinion, factors considered by the Special Committee and the Board of Directors and other relevant background information will be included in the management information circular that will be sent to BV! Media shareholders in connection with the special meeting of shareholders to consider the transaction. Speaking on behalf of the Special Committee, André Bisson said: "We are confident that the proposed transaction is the best outcome for all BV! Media's shareholders and we recommend them to support it". Other Transaction Terms The definitive agreement contains customary provisions prohibiting BV! Media from soliciting competing acquisition proposals and providing Rogers Media with a right to match any unsolicited competing acquisition proposal which the Board of Directors of BV! Media determines, in the exercise of its fiduciary duties, to be superior to the transaction contemplated by the definitive agreement. In the event that Rogers Media does not match such a superior proposal, the Board of Directors of BV! Media will be entitled to change its recommendation and Rogers Media will then have the option to either terminate the definitive agreement and be paid a termination fee of $750,000 or force BV! Media to hold the special meeting of shareholders to vote on the transaction contemplated by the definitive agreement. Availability of Documents A copy of the definitive agreement, the support and voting agreements, the fairness opinion and certain related documents will be filed with relevant Canadian provincial securities regulators and will be available at the SEDAR website at www.sedar.com in due course. The management information circular in connection with the special meeting of shareholders to consider the transaction is expected to be mailed to shareholders over the coming weeks. About Rogers Media Inc. Rogers Media Inc., a division of Rogers Communications Inc., (TSX: RCI; NYSE: RCI), operates Rogers Broadcasting and Rogers Publishing. Rogers Broadcasting has 53 AM and FM radio stations across Canada. Television properties include 5 Citytv stations as well as five OMNI multicultural television stations. Rogers Sportsnet, Canada's live event leader, is comprised of four channels, all of which are available nationally and in high definition, and the Shopping Channel, is a televised and Internet shopping service. Rogers Publishing produces many well-known consumer magazines such as Maclean's, Chatelaine, Flare, L'actualité and Canadian Business, and is the leading publisher of a number of industry, medical and financial publications. All media properties are integrated with their own popular web sites. Rogers Media also owns The Toronto Blue Jays Baseball Club and Rogers Centre, a year-round sports and entertainment facility. About BV! Media Inc. BV! Media is a leading Canadian Internet advertising network, representing exclusively over 400 top-tier publishers with a combined reach of over 15 million unique visitors per month in Canada, and the publisher of the BRANCHEZ-VOUS! news and information portal. BV! Media is listed on the TSX Venture Exchange under the symbol BVM and has approximately 60.5 million shares outstanding. Additional information on the Corporation can be obtained on SEDAR and at www.bvmedia.ca. Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release. For Rogers Media: Jan Innes, Vice President, Public Affairs, Rogers Communications Inc., 416.935.3525, jan.innes@rci.rogers.com; For BV! Media: Tom Vorias, Chief Financial Officer, 514.337.9065 ext. 223, tvorias@bvmedia.ca

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