NordStar bid gains majority approval

Proposed $60-million Torstar takeover wins support from 98.7% of shareholders

An overwhelming majority of shareholders have given a proposed $60-million takeover of the Toronto Star’s publisher their seal of approval.

A total of 98.7 per cent of Torstar shareholders voted in favour of the 74cent-per-share bid from NordStar, a company controlled by entrepreneurs Jordan Bitove and Paul Rivett.

The approval came in a special shareholders meeting Tuesday morning. While questions from minority shareholders opposed to the deal had been expected, none came in the brief online meeting, which lasted less than 15 minutes.

Torstar chair John Honderich said he was happy with the results of the vote.

“I’m very pleased with the outcome,” Honderich said.

The deal needed approval from two thirds of all shareholders, as well as a majority of class A shareholders and class B shareholders.

All three conditions were met. Because of hard lock-up agreements with the company’s largest shareholders — the five family voting trust and Fairfax Financial — the latter two conditions were guaranteed to be met.

According to a Torstar press release, 99.7 per cent of the votes by class A shareholders were in favour of the deal, along with 98.1per cent of class B shareholders. Even among shareholders who hadn’t signed lock-ups, support was strong, with 81.9 per cent voting in favour.

Former Ontario premier David Peterson, who’s part of the NordStar team, said the strong support for the bid bodes well for a “fairness hearing” taking place Thursday in Ontario Superior Court.

He noted that the bid had “the unanimous support of the board” as well as support from the voting trust, Fairfax and more than 98 per cent of all the shareholders.

“We trust the court will see through capital markets participants misleading the public and waiving a purported non-binding unsupported bid after a robust process was closed,” Peterson said in a written statement.

The deal is expected to close on July 28 and Bitove and Rivett have said they plan to take Torstar private. Bitove and Rivett’s bid is being financed by Canso Investment Counsel.

A day before the shareholders’ vote, a second bid group, Canadian Modern Media Holdings, offered 80 cents per share for Torstar. That bid was criticized by Torstar chairman John Honderich as “disingenuous.”

Finance industry veteran Neil Selfe, a member of the CMMH group, declined to comment on the shareholder vote, citing a nondisclosure agreement signed with Torstar. Technology executive brothers Matthew and Tyler Proud are the other members of the CMMH bid team.

The CMMH bid is being financed by Canadian Western Bank, an Albertabased business bank.