Torstar Corporation Announces Completion of Plan of Arrangement

TORONTO, Aug. 5, 2020 /CNW/ - Torstar Corporation ("Torstar") (TSX:TS.B) today announced the completion of the previously announced plan of arrangement involving NordStar Capital LP ("NordStar") pursuant to Section 182 of the Business Corporations Act (Ontario) (the "Arrangement"). Pursuant to the Arrangement, NordStar has acquired all of the issued and outstanding Class A shares and Class B non-voting shares of Torstar (the "Shares") at a price of $0.74 per Share.

Pursuant to the Arrangement, shareholders of Torstar are entitled to receive $0.74 in cash for each Share held at the effective time of the Arrangement. Registered shareholders of Torstar can submit their share certificates along with a duly completed letter of transmittal in order to receive the cash consideration under the Arrangement. A letter of transmittal reflecting the original consideration of $0.63 per Share was previously mailed to all registered shareholders. An amended and restated letter of transmittal reflecting the amended consideration of $0.74 per Share has been filed under Torstar's issuer profile at www.sedar.com and is available on Torstar's website at www.torstar.com. Registered shareholders of Torstar who properly complete, duly execute and deliver either the original or the amended and restated letter of transmittal, along with their share certificates, will receive the cash consideration of $0.74 per Share pursuant to the Arrangement. Shareholders of Torstar who hold their Shares through a broker are not required to submit a letter of transmittal. Such shareholders should receive the cash consideration through their brokerage account and should contact their broker with any questions.

The Class B non-voting shares are expected to be delisted from the Toronto Stock Exchange at the close of business on August 6, 2020. Torstar intends to apply to cease to be a reporting issuer under applicable Canadian securities laws.

Torstar also announced that Canadian Modern Media Holdings Inc. ("CMMH") and related parties have withdrawn their appeal of the final order of the Ontario Superior Court of Justice (Commercial List) which approved the Arrangement. The appeal was withdrawn on terms acceptable to all parties, and the parties wish each other success. CMMH has advised that it believes that under NordStar's ownership, Torstar will be well positioned to prosper and remain a platform for outstanding journalism in Canada. NordStar and Torstar appreciate CMMH's interest in Torstar and respect its commitment to the pursuit of journalistic excellence in Canada.

Prior to the completion of the Arrangement, NordStar did not own or control, directly or indirectly, any Shares of Torstar. Upon the completion of the Arrangement, NordStar acquired and currently owns and controls 9,803,535 Class A shares and 71,615,373 Class B non-voting shares of Torstar representing 100% of the issued and outstanding Shares of Torstar. The aggregate consideration paid by NordStar for the Shares was approximately $60,249,991. Following the completion of the Arrangement, Torstar became a wholly-owned subsidiary of NordStar.

NordStar is a limited partnership formed under the laws of Manitoba. NordStar was formed to acquire and hold the Shares of Torstar and its address is 222 Bay Street, Suite 3000, Toronto, Ontario, M5K 1E7. The head office of Torstar is located at One Yonge Street, 5th Floor, Toronto, Ontario M5E 1E6.

About Torstar Corporation

Torstar Corporation is a broadly-based media company, whose businesses include the Toronto Star, Canada's largest daily newspaper, six regional daily newspapers in Ontario including The Hamilton Spectator, and more than 70 weekly community newspapers in Ontario; flyer distribution services: and digital properties including thestar.com (with local editions in Toronto, Vancouver, Calgary, Edmonton, Winnipeg, Ottawa and Halifax), wheels.ca, toronto.com, save.ca, a number of regional online sites and eyeReturn Marketing. It also holds a majority interest in VerticalScope, a North American vertically-focused digital media company.

Forward-looking statements

Certain statements in this press release and in Torstar's oral and written public communications may constitute forward-looking statements that reflect management's expectations regarding Torstar's future actions relating to the Arrangement. Generally, these forward-looking statements can be identified by the use of forward-looking terminology such as "anticipate", "believe", "plan", "forecast", "expect", "estimate", "predict", "intend", "would", "could", "if", "may" and similar expressions.

This press release includes, among others, forward-looking statements regarding Torstar's expectations regarding: the expected date for the delisting of the Class B non-voting shares on the Toronto Stock Exchange; and Torstar's intention to apply to cease to be a reporting issuer under applicable Canadian securities laws. All such statements are made pursuant to the "safe harbour" provisions of applicable Canadian securities legislation. These statements reflect current expectations of management regarding future events and operating performance, and speak only as of the date of this press release. In addition, forward-looking statements are provided for the purpose of providing information about management's current expectations and plans relating to the future. Readers are cautioned that reliance on such information may not be appropriate for other purposes.

By their very nature, forward-looking statements require management to make assumptions and are subject to inherent risks and uncertainties. There is a significant risk that predictions, forecasts, conclusions or projections will not prove to be accurate, that management's assumptions may not be accurate and that actual results, performance or achievements may differ significantly from such predictions, forecasts, conclusions or projections expressed or implied by such forward-looking statements. We caution readers not to place undue reliance on the forward-looking statements in this press release as a number of factors could cause actual future results, conditions, actions or events to differ materially from the targets, outlooks, expectations, goals, estimates or intentions expressed in the forward-looking statements. The anticipated timing for delisting of the Class B non-voting shares and Torstar's intention to apply to cease to be reporting issuer may change for a number of reasons. As a result of the foregoing, readers should not place undue reliance on the forward-looking information contained in this news release concerning the timing of delisting of the Class B non-voting shares and Torstar's intention to apply to cease to be a reporting issuer.

Torstar cautions that the foregoing list is not exhaustive of all possible factors, as other factors could adversely affect our results.

When relying on our forward-looking statements to make decisions with respect to Torstar and its securities, investors and others should carefully consider the foregoing factors and other uncertainties and potential events. Torstar does not intend, and disclaims any obligation, to update any forward-looking statements, whether written or oral, or whether as a result of new information or otherwise, except as may be required by law.

Torstar's news releases are available on the Internet at www.torstar.com.

SOURCE Torstar Corporation