Industry Spotlight - M&A activity is top story for Canada’s broadcast sector

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Written by  Geoff Kirbyson Issue Date: October 2007

There’s no rest for counsel working at media broadcast companies across the country. The current acquisition- and consolidation-happy environment keeps in-house counsel on their toes and they say there’s no sign of things slowing down in the near future.

 

When you’re an in-house counsel in the lightning-fast-paced media-broadcasting sector in Canada, you can’t take anything for granted these days — not even your own summer holidays.


Corporate lawyers for some of the biggest companies in the country had so much on their plates in June, July, and August that they missed out on trips to cottage country and other warm-weather pursuits to work on closing industry-transforming deals.


Richard Leipsic, senior vice president and general counsel at CanWest Global Communications Corp., the Winnipeg-based media giant that owns television stations and newspapers across the country, says he’s been working around the clock to finalize the $2.3-billion acquisition of Alliance Atlantis Communications Inc.


The blockbuster deal was announced in conjunction with United States-based Goldman Sachs Capital Partners in January. Leipsic says the recently completed privatization of the company’s newspaper income fund has also been one of his primary focuses.


“It’s been a perfect storm. Every member of our head office is contending with the fact there are no shore leaves until these deals get done. We’re waiting for next summer,” he says.


The addition of Alliance Atlantis will combine CanWest’s specialty television operations, such as TVtropolis, Lonestar, and mentv, with Alliance Atlantis’s own History Television, Showcase, and the Food Network.


A number of CanWest’s recent acquisitions, including radio stations in Turkey, have been around the globe. It also sold a pair of radio stations in Canada and converted debenture holdings in Australia-based Ten Network Holdings into a voting position.

 

Leipsic says having so many foreign entities under the CanWest umbrella creates a number of challenges for in-house counsel. First, they’re not particularly attuned to the local laws, so it takes longer to digest them and formulate opinions in the different jurisdictions, he says.


“We rely extensively on well-founded and long-standing relationships with local counsel. We get regular updates on media law
changes, too,” he says.


Considering Ten Network is halfway around the world, Leipsic says he often starts communications with his Australian counterparts at 6 p.m. Central Standard Time and finishes them when most people in his time zone are sound asleep.
“You can find yourself in a position of working some pretty peculiar hours to work in real time,” he says.


Leipsic says the closing agenda for the Alliance Atlantis deal has 1,800 steps attached to it and part of his role is to ensure the various components interact properly with each other. He says he doesn’t expect the pace to slow down appreciably in the near term.


“Six months from now we’ll probably have three or four other transactions in various stages of execution,” he says.


Gary Maavara, vice president and general counsel at Corus Entertainment Inc., which has its executive head office in Toronto, says he expects the consolidation activity in the industry to remain steady.


“As we move into an environment that’s increasingly dominated by digital interactive media, the ability to create and acquire intellectual property requires great resources. You need to be big to do that,” he says.


Corus, which owns radio stations such as CJOB in Winnipeg, CKNW in Vancouver, CKAC in Montreal, and television stations such as YTV and the W Network, bulked up last month when it spent more than $14 million to buy CJZZ 99.1 Cool FM in Winnipeg and Kitchener, Ont.’s CKBT 91.5 The Beat from CanWest. The move signified CanWest’s exit from Canada’s radio business, while Corus took another step toward its goal of increasing its radio presence in large Canadian cities.


But the wheeling and dealing doesn’t end there. Last year, CTVglobemedia, operator of 21 conventional television stations across Canada and interests in 15 specialty channels, made a huge splash with its $1.4-billion acquisition of CHUM Ltd. The Canadian Radio-television and Telecommunications Commission ruled this summer that CTV had to sell off five Citytv stations to satisfy ownership concentration requirements to complete the deal.

 

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