Torstar chair says controlling families overwhelmingly support NordStar takeover
A member of one of five families that control Torstar Corp. has spoken out to say he does not support the NordStar takeover — but the Torstar chair fired back Saturday, saying the families overwhelmingly support the deal and the single member who spoke out is not a major shareholder.
“I understand a member of one of the families is not pleased, but his shares represent but half a per cent of all voting trust shares and onetenth of a per cent of the company’s total shares,” said John Honderich in an emailed statement Saturday afternoon. “To somehow suggest the voting trust is split is not only misrepresentative but mischievous.”
In a story published by the Globe and Mail on Friday, Butch Folland, a member of the
Hindmarsh family and the great-grandson of former Star publisher Joseph Atkinson, said he was disappointed by the process that led to the five-family voting trust signing a “hard lock-up” guaranteeing their support for the deal.
“I was really disappointed in the outcome. I felt that the process wasn’t really fair in the way it affected me,” Folland was quoted as saying.
Folland, who did not immediately return a call seeking comment from the Star, was quoted saying he would have liked to be given more information about a competing bid from Canadian Modern Media Holdings.
Along with the voting trust, NordStar’s bid also had the guaranteed support of Fairfax Financial, which holds 40 per cent of Torstar’s class B shares.
The voting trust and Fairfax signed the lock-ups July 11 after NordStar raised its 63-centper-share bid to 74 cents.
On Tuesday, 98.7 per cent of Torstar shareholders voted in favour of the 74-cent-per-share bid from NordStar, controlled by entrepreneurs Jordan Bitove and Paul Rivett.
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 98.1 per 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.
Just a day before the shareholders vote, a competing bid from CMMH was raised to 80 cents per share, but it did not include the contingent value rights that were part of an earlier offer. Just over three weeks ago, CMMH offered 72 cents per share plus contingent value rights that could potentially be worth up to 50 cents per share if certain milestones were met in the future.
Both bidders and Torstar are still awaiting a decision from Ontario Superior Court Justice Cory Gilmore, who Thursday held a one-hour “fairness hearing” into whether or not to approve the NordStar takeover.
During the hearing, Gilmore said she needed more time to examine written submissions by NordStar, Torstar, rival bidder Canadian Modern Media Holdings, and a minority shareholder.
Gilmore said she’d be in touch with lawyers for the various parties via email, although it wasn’t clear when that communication would take place, and whether it would be to reconvene the hearing or to issue a ruling.