Already purchased some of Hollinger newspapers; bought enough already
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Quote, "Glacier Publications LP has also been named as a party to an arbitration with respect to disputes arising from CanWest Global Communication Inc.’s(“CanWest”) purchase of certain newspaper assets from Hollinger in 2000."
http://www.marketwire.com/press-release/Glacier-Acquires-Hollinger-Canada-Operations-TSX-GVC-575081.htm
The Board of Directors of Glacier Ventures International Corp. ("Glacier" or the "Company") (TSX:GVC) is pleased to announce that Glacier has agreed to acquire substantially all of the remainder of the Canadian interests of Hollinger International Inc. ("Hollinger").Glacier will indirectly acquire Hollinger's 87% interest in Hollinger Canadian Newspapers, Limited Partnership ("HCNLP") for $117.0 million, or $0.737 per HCNLP unit, subject to adjustment in certain circumstances, and indirectly acquire Hollinger's 100% interest in Eco Log Environmental Risk Information Services Ltd. ("Eco Log"), KCN Capital News Company ("KCN") and certain real estate for $4.7 million.Glacier has also entered into lock-up agreements with two other persons for the concurrent acquisition of approximately 3% of the units of HCNLP for $0.737 per HCNLP unit or $4.4 million in the aggregate, subject to positive adjustment in certain circumstances.Following the completion of the acquisitions of in excess of 90% of the HCNLP units, Glacier proposes to amend the limited partnership agreement to consolidate the HCNLP units on the basis of one HCNLP unit for every 25,000,000 HCNLP units held by each holder. The consolidation will result in the holders of the remaining approximately 10% of HCNLP units being paid an amount of $0.737 per unit held prior to the consolidation, subject to positive adjustment in certain circumstances. The holders of these units will be provided with dissent appraisal rights with respect to the units being paid out.The purchase price for 100% of the HCNLP units is $134.8 million.
http://media.integratir.com/T.GVC/financials/Annual%20Report%202007.pdf
Assets acquired
Cash 6,120
Accounts receivable 14,594
Inventories 1,414
Investments 77
Prepaids 1,970
Property, plant and equipment 15,478
Customer relationships 36,420
Trademarks 66,030
Accrued employee future benefit asset 4,055
146,158
Liabilities assumed
Accounts payable and accrued liabilities 10,937
Non-controlling interest 292
Deferred revenue 7,969
Post-retirement and pension benefit obligation 2,913
Future income tax liability 36,834
58,945
Net assets acquired 87,213
Goodwill 98,785
Consideration 185,998
Purchase of Hollinger International Inc. Canadian operations (continued)
Fundata provides investment fund related electronic and print information and
analytics to the Canadian and global investment community and a wide variety of
Canadian newspapers and media. Great West publishes and prints a group of
community newspapers and related publications in Alberta. Glacier Publications LP
owns and operates the Business Information Group in Ontario and daily, community
and specialty newspapers and printing operations in British Columbia and Quebec, as
described. KCN publishes the Merritt News and Merritt News Extra in British Columbia.
Eco Log is an electronic information and report service provider that helps identify
potential environmental risks in Canada for a variety of customers.
The purchase price for these former Hollinger operations was cash of $186.0 million including transaction costs of $4.4 million and a $4.2 million purchase price adjustment relating to working capital. These acquisitions were accounted for by the purchase method and the results of operations have been consolidated with those of the Company from the respective dates of acquisition as noted above. The purchase price has been allocated to the estimated fair value of the assets acquired and liabilities assumed as follows:
21. Contingencies
(a) Under the terms of the purchase agreement with Hollinger described in Note 5 (b), Hollinger has provided a specific indemnity (the “Indemnity”) to defend, indemnify and save harmless Glacier from any losses (up to an amount not more than the aggregate purchase price paid by Glacier for the Glacier Publications LP (formerly Hollinger Canada) operations) suffered or incurred as a result of the resolution of certain outstanding legal matters in which Glacier Publications LP has been named as a codefendant.
Significant items subject to the Indemnity include the following: (i) Glacier Publications LP has been named as a co-defendant in a series of disputes, investigations and legal proceedings relating to transactions between its former parent, Hollinger and certain former officers and directors of Hollinger, its affiliates and Glacier Publications LP. The ultimate outcome of
these proceedings to Hollinger and its current and former affiliates is not determinable.
(ii) Glacier Publications LP has also been named as a party to an arbitration with respect to disputes arising from CanWest Global Communication Inc.’s (“CanWest”) purchase of certain newspaper assets from Hollinger in 2000.
CanWest and Hollinger have competing claims relating to this transaction. Under the terms of the purchase agreement with Hollinger described in Note 5 (b), $20.0 million of the purchase price to acquire Glacier Publications LP has been paid into escrow and will only be released to Hollinger on settlement of this matter.
