Court approves sale of Canwest to Shaw

The Ontario court overseeing the restructuring of Canwest Global approved a takeover bid for the company by Shaw Communications  late Friday despite a rival bid backed by the broadcaster’s founding family.

Catalyst Capital Group announced an 11th-hour bid for Canwest’s broadcasting assets, with the support of the Aspers, and two former executives of Rogers Communications – including John Tory, former head of Rogers Cable.

However, the court approved the Shaw offer, which had the backing of an ad hoc committee of key creditors and the company.

The investment by Shaw still requires approval by several groups including Canwest  creditors and the CRTC.  Shaw must also reach a deal with U.S. investment bank Goldman Sachs, which is a partner with Canwest on some of its special channel assets.

Under the deal, Shaw has agreed to purchase $95 million in class A voting shares of the restructured Canwest for 20 per cent of Canwest’s equity and 80 per cent of its voting stock. Based on this investment, the restructured company has an implied equity value of $475 million, Canwest said.

Shaw has also agreed to make cash payments to certain affected creditors and pay Canwest’s existing shareholders about $11 million, in exchange for additional class A shares, which would further increase its stake.

Under the terms of the recapitalization, creditors who would be entitled to receive at least a five per cent stake in the restructured company can choose to receive cash or stock.

All other affected creditors will receive cash equal to the value of the equity that they would have otherwise received.

The agreement would give Shaw 11 local TV stations across the country, and ownership of a group of specialty channels, including Showcase, MovieTime and HGTV, some of which were acquired from Alliance Atlantis in 2007.

Canwest would remain a standalone company with its own board of directors and its own management team.

Under Catalyst’s plan, Canwest CEO Leonard Asper would have become non-executive chairman of the company founded by his father and the role of chief executive would go to Rael Merson, a former president and CEO of Rogers Broadcasting.

Catalyst’s offer of $120 million would have given the investment group a 32 per cent equity interest in Canwest and voting control of the company.

A lawyer for Shaw made it clear at a hearing that the cable operator wasn’t willing to extend its bid past a Friday deadline and risk heading into an auction for the assets.

“Shaw participated within the parameters of this restructuring process,” lawyer Robin Schwill said.

Newton Glassman, managing partner of Catalyst, said his offer was “superior to the Shaw proposal in terms of value, certainty and timing.”

“The Catalyst Group proposal treats all the company’s unsecured creditors equally and the continuance of a publicly listed Canwest provides creditors and other stakeholders with an immediate path to liquidity,” Glassman said in a statement.

Catalyst is already a substantial owner of Canwest’s bonds and the group said its proposal has the support of Goldman Sachs.

Catalyst was founded in 2002 by Glassman and became a major player in the winding down of Hollinger Inc. when it filed motions to remove Conrad Black from the company’s board, cancel his move to take the company private and investigate Hollinger’s finances.