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Videotron Ltd. Announces Cash Tender Offer for its 6 7/8% Senior Notes due January 15, 2014(February 29, 2012)
MONTREAL, QUEBEC -- (Marketwire) -- 02/29/12 -- Videotron Ltd. ("Videotron") today announced the commencement of a cash tender offer (the "Tender Offer") to purchase any and all of Videotron's 6 7/8% Senior Notes due January 15, 2014 (CUSIP 92658TAG3) (the "Notes"). The Tender Offer is being made pursuant to an Offer to Purchase dated February 29, 2012 and the related Letter of Transmittal.
Upon the terms and subject to the conditions described in the Offer to Purchase and the Letter of Transmittal, Videotron is offering to purchase for cash any and all Notes. Tenders of the Notes may be withdrawn at any time at or prior to 5:00 p.m., New York City time, on March 13, 2012, unless extended or earlier terminated (such date and time, as the same may be extended or earlier terminated, the "Withdrawal Date"), but may not be withdrawn thereafter. The Tender Offer will expire at 12:01 a.m., New York City time, on March 28, 2012 unless extended or earlier terminated (such date and time, as the same may be extended or earlier terminated, the "Expiration Date").
The consideration for each US$1,000.00 principal amount of Notes validly tendered and accepted for purchase pursuant to the Tender Offer will be US$1,000.00 (the "Tender Offer Consideration"), subject to the terms and conditions of the Tender Offer. Holders of Notes that are validly tendered at or prior to 5:00 p.m., New York City time, on March 13, 2012, unless extended or earlier terminated (such date and time, as the same may be extended or earlier terminated, the "Early Participation Date") will, subject to the terms and conditions of the Tender Offer, receive the Tender Offer Consideration plus US$1.25 (the "Early Participation Amount") for each US$1,000.00 principal amount of Notes purchased pursuant to the Tender Offer. Holders of Notes tendered after the Early Participation Date but at or prior to the Expiration Date will, subject to the terms and conditions of the Tender Offer, receive the Tender Offer Consideration, but not the Early Participation Amount, for each US$1,000.00 principal amount of Notes purchased pursuant to the Tender Offer. In addition, all holders of Notes accepted for purchase in the Tender Offer will also receive accrued and unpaid interest on such purchased Notes from the last interest payment date up to, but not including, the payment date.
The Tender Offer is not conditioned on any minimum amount of Notes being tendered. However, Videotron's obligation to accept for purchase and to pay for the Notes pursuant to the Tender Offer is subject to the satisfaction or waiver of a number of conditions, including Videotron's completion, on or prior to the Expiration Date, of a financing transaction, on terms reasonably satisfactory to Videotron, pursuant to which Videotron receives aggregate gross proceeds of no less than US$500 million (or the equivalent in other currencies), exclusive of fees, expenses and discounts. The Tender Offer may be amended, extended or terminated. Following consummation of the Tender Offer, the Notes that are purchased in the Tender Offer will be retired and cancelled and no longer remain outstanding obligations.
Provided that the conditions to the Tender Offer are satisfied, Videotron anticipates that it will accept for purchase and pay for Notes validly tendered and not validly withdrawn in the Tender Offer at or prior to the Early Participation Date within two business days following the Early Participation Date (the "Early Acceptance Date"), and that it will accept for purchase and pay for Notes validly tendered after the Early Participation Date but prior to the Expiration Date within two business days following the Expiration Date.
None of Videotron or its board of directors, the dealer manager or the tender and information agent, or the trustee for the Notes makes any recommendation that holders tender or refrain from tendering all or any portion of the principal amount of their Notes, and no one has been authorized by us or any of them to make such a recommendation. Holders must make their own decision as to whether to tender their Notes, and, if so, the principal amount of Notes to tender.
All the Notes are held in book-entry form through the facilities of The Depository Trust Company. If you hold Notes through a broker, dealer, bank, trust company or other intermediary or nominee (and "Intermediary"), you must contact such Intermediary if you wish to tender Notes in the Tender Offer. You should check with such Intermediary to determine whether such Intermediary will charge you a fee for tendering Notes on your behalf. You should also confirm with the Intermediary any deadlines by which you must provide your tender instructions, because the relevant deadline set by such Intermediary will be earlier than the deadlines set forth herein.
Videotron has retained BofA Merrill Lynch to serve as dealer manager for the Tender Offer, and Global Bondholder Services Corporation to serve as the tender and information agent for the Tender Offer.
For additional information regarding the terms of the Tender Offer, please contact BofA Merrill Lynch at (888) 292-0070 (toll free) or (646) 855-3401 (collect). Requests for a copy of the Offer to Purchase and the Letter of Transmittal relating to the Notes, and questions regarding the tender of the Notes may be directed to Global Bondholder Services Corporation at (866) 470-4300 (toll free) or (212) 430-3774 (collect).
This announcement does not constitute an offer to buy or the solicitation of an offer to sell securities in any jurisdiction or in any circumstances in which such offer or solicitation is unlawful. In those jurisdictions where the securities laws require the Tender Offer to be made by a licensed broker or dealer, the Tender Offer will be deemed to be made by the Dealer Manager or one or more registered brokers or dealers licensed under the laws of such jurisdiction. The securities mentioned herein have not been registered under the United States Securities Act of 1933 or applicable state securities laws, and the securities may not be offered or sold in the United States absent registration or an applicable exemption from registration. The securities mentioned herein have not been and will not be qualified for sale to the public under applicable Canadian securities laws and, accordingly, any offer and sale of the securities in Canada will be made on a basis which is exempt from the prospectus and dealer registration requirements of such securities laws.
Videotron, a wholly-owned subsidiary of Quebecor Media Inc., is an integrated communications company engaged in cable television, interactive multimedia development, and Internet access, cable telephone and mobile telephone services. Videotron is a leader in new technologies with its interactive Digital TV service and its broadband network, which supports high-speed cable Internet access, analog and digital cable television, and other services. As of December 31, 2011, Videotron was serving 1,861,477 cable television customers, including 1,400,814 subscribers to its digital service. Videotron is also the Quebec leader in high-speed Internet access, with 1,332,551 subscribers to its cable service as of December 31, 2011. As of the same date, Videotron had 290,578 subscriber connections to its mobile telephone service and was providing cable telephone service to 1,205,272 Quebec households and organizations. For the seventh consecutive year, Videotron was named Quebec's most respected telecommunications company by Les Affaires magazine, based on a Leger Marketing survey.
This news release contains "forward-looking information" within the meaning of applicable Canadian securities legislation and "forward-looking statements" within the meaning of United States federal securities legislation (collectively, "forward-looking statements"). All statements other than statements of historical facts included in this press release, including statements regarding our industry and our prospects, plans, financial position and business strategy, may constitute forward-looking statements. These forward-looking statements are based on current expectations, estimates, forecasts and projections about the industries in which we operate as well as beliefs and assumptions made by our management. Such statements include, in particular, statements about our plans, prospects, financial position and business strategies. Words such as "may," "will," "expect," "continue," "intend," "estimate," "anticipate," "plan," "foresee," "believe" or "seek" or the negatives of these terms or variations of them or similar terminology are intended to identify such forward-looking statements.
Although we believe that the expectations reflected in these forward-looking statements are reasonable, these statements, by their nature, involve risks and uncertainties and are not guarantees of future performance. Such statements are also subject to assumptions concerning, among other things: our anticipated business strategies; anticipated trends in our business; and our ability to continue to control costs. We can give no assurance that these estimates and expectations will prove to have been correct. Actual outcomes and results may, and often do, differ from what is expressed, implied or projected in such forward-looking statements, and such differences may be material. Some important factors that could cause actual results to differ materially from those expressed in these forward-looking statements include, but are not limited to: general economic, financial or market conditions; the intensity of competitive activity in the industries in which we operate, including competition from alternative means of programs and content transmission; new technologies that would change consumer behaviour toward our product suite; unanticipated higher capital spending required or to address continued development of competitive alternative technologies or the inability to obtain additional capital to continue the development of our business; our ability to implement successfully our business and operating strategies and manage our growth and expansion; disruptions to the network through which we provide our digital television, Internet access and telephony services, and our ability to protect such services from piracy; labour disputes or strikes; changes in our ability to obtain services and equipment critical to our operations; changes in laws and regulations, or in their interpretations, which could result, among other things, in the loss (or reduction in value) of our licenses or markets or in an increase in competition, compliance costs or capital expenditures; our substantial indebtedness, the tightening of credit markets, and the restrictions on our business imposed by the terms of our debt; and interest rate fluctuations that affect a portion of our interest payment requirements on long-term debt. We caution you that the above list of cautionary statements is not exhaustive. These and other factors could cause actual results to differ materially from our expectations expressed in the forward-looking statements included in this press release, and you are encouraged to read "Item 3. Key Information - Risk Factors" as well as statements located elsewhere in Videotron's annual report on Form 20-F for the year ended December 31, 2010 for further details and descriptions of these and other factors. Each of these forward-looking statements speaks only as of the date of this press release. We will not update these statements unless applicable securities laws require us to do so.
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