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Astral Media to acquire Standard Radio PDF Print E-mail

Montreal, April 12, 2007 -Astral Media Inc. (TSX: ACM.A/ACM.B) today announced that it has signed a definitive agreement to purchase substantially all of Standard Radio Inc's assets.

  • Creates the largest radio broadcaster in Canada
  • Achieves #1 radio market position by number of stations and by weekly hours tuned
  • Establishes national footprint with EZ ROCK, MIX, THE BEAR and the Newstalk format (AM band): some of the most recognized and listened-to radio brands
  • Provides better balance between divisions and geographic diversification of revenue sources
  • Immediately accretive to earnings

The purchase price for the Standard Radio assets is approximately $1.08 billion of which $880 million will be paid in cash and the balance via the issuance of 4.75 million Class A non-voting shares of Astral Media valued at approximately $200 million at the current share price. The cash portion of the consideration will be
financed with cash balances on hand at the time of closing and through committed bank credit facilities.The transaction is subject to customary conditions, including a review by the Competition Bureau and the approval of the Canadian Radio-television and Telecommunications Commission (CRTC). Closing is currently expected around the beginning of the 2008 calendar year. Following the closing of the acquisition, Gary Slaight will join Astral Media's Board of Directors.

"This is an important acquisition for Astral Media that will bring much value to our shareholders," indicated Ian Greenberg, President and CEO of Astral Media. "The acquisition of Standard Radio from the Slaight family means that Astral Media will become the largest radio broadcaster in Canada. It is an acquisition that will be immediately accretive to earnings, while allowing Astral Media to maintain its financial discipline and prudent capital structure. Not only is the strategic fit very sound - adding English-language media properties in geographic areas across Canada where we are not currently present, Astral Media and Standard Radio
also have highly compatible corporate cultures," added Mr. Greenberg.

"We are also very pleased to be welcoming Standard's more than 1,000 talented employees and experienced management team; our combined radio properties will offer listeners and advertisers alike, a diverse choice of quality brands across the entire breadth of the country."

"Astral Media's acquisition of Standard Radio is an exciting turning point in the history of our company," said Gary Slaight, President and CEO of Standard Broadcasting. "I feel a sense of pride today to be able to announce that we have finalized this deal which will see the company that Allan Slaight bought in 1985 and
that we have built in to the leading private radio group in Canada joins forces with a stellar company like Astral Media. I am confident that the cultural fit between our two companies will produce a powerhouse in Canadian broadcasting."

The assets to be purchased include Standard Radio's 52 radio stations, which operate in five provinces covering 29 markets across Canada, including some of the most recognized and listened-to radio brands in the industry: EZ ROCK, MIX, THE BEAR as well as the Newstalk format on the AM band; Integrated Media Sales or "IMS" a national advertising sales company; Sound Source Networks, a leading radio content service provider offering a comprehensive range of targeted programming; some interactive assets and two conventional television stations located in northern British Columbia.

Stations Acquired from Standard Radio:

In Québec

CHOM FM (97.7 FM) -Montréal
MIX 96 (95.9 FM) -Montréal
CJAD (800 AM) -Montréal

In Ontario

EZ ROCK (97.3 FM) -Toronto
MIX 99.9 (99.9 FM) -Toronto
CFRB (1010 AM) -Toronto
THE BEAR (106.9 FM) -Ottawa
K-LITE (102.9 FM) -Hamilton
CKOC (1150 AM) -Hamilton
THE LEGEND (820 AM) -Hamilton
EZ ROCK (97.5 FM) -London
BX 93 (92.7 FM) -London
CJBK (1290 AM) -London
CKSL (1410 AM) -London
EZ ROCK (105.7 FM) -St. Catharines
HTZ FM (97.7 FM) -St. Catharines
CKTB (610 AM) -St. Catharines
STAR 96 (96.7 FM) -Pembroke

In Manitoba

Hot 103 (103.1 FM) -Winnipeg
QX 104 (104.1 FM) -Winnipeg
KX 96 (96.1 FM) -Brandon
THE FARM (101.1 FM) -Brandon

In Alberta

CJAY 92 (92.1 FM) -Calgary
VIBE 98.5 (98.5 FM) -Calgary
CKMX (1060 AM) -Calgary
EZ ROCK (104.9 FM) -St. Albert
THE BEAR (100.3 FM) -Edmonton
THE TEAM (1260 AM) -Edmonton

In British Columbia

Z95.3 FM (95.3 FM) -Vancouver
CISL (650 AM) -Vancouver

BC South region:

SILK FM (101.5 FM) -Kelowna
SUN FM (99.9 FM) -Kelowna
Oldies 1150 (1150 FM) -Kelowna
SUN FM(105.7 FM) -Vernon
Oldies 1450 (1450 FM) -Summerland
SUN FM (97.1 FM) -Penticton
EZ ROCK (800 AM) - Penticton
EZ ROCK (1400 AM) -Princeton
EZ ROCK (1240 AM) -Osoyoos/Oliver
EZ ROCK (91.5 FM) -Salmon Arm
EZ ROCK (1340 AM) -Revelstoke
EZ ROCK (1400 AM) -Golden & Invermere
All Hits KBS (95.7 FM) -Trail & Kootenays
All Hits KBS (106.9 FM) -Nelson & Kootenays

BC Peace region:

CJDC (890 AM) -Peace Region
ENERGY FM (102.3 FM) -Fort Nelson
THE BEAR (101.5 FM) -Fort St. John
ENERGY FM (98.5 FM) -Fort St. John

BC North region:

CJFW FM (103.1 FM) -Terrace
THE MIX (590 AM) -Terrace
THE MIX (97.7 FM) -Kitimat
THE MIX (560 AM) -Prince Rupert

TV Stations:

CFTK-TV -Terrace
CJDC-TV -Dawson Creek


The transaction will enhance Astral Media's operational profile, giving the Company a national footprint in the radio market with a well-recognized brand portfolio. Astral Media will become Canada's leading radio organization in terms of revenue, EBITDA (see definition below), number of stations and weekly hours tuned. Furthermore, the transaction adds balance to Astral Media's business profile and to its revenue streams across the country, positioning the Company for future growth.

National Bank Financial Inc. and Stikeman Elliott LLP acted as financial and legal advisors respectively to Astral Media. National Bank Financial Inc. and RBC Capital Markets Inc. are acting as co-lead arrangers and joint bookrunners with respect to the bank financing.

Astral Media is a leading Canadian media company, active in specialty, pay and pay-per-view television, radio, outdoor advertising and the Internet. Astral Media's solid and dynamic presence in the country's major markets rests on its commitment to offer a unique combination of high-quality, targeted media for all its audiences.

EBITDA is defined as earnings before interest, income taxes, depreciation and amortization. EBITDA is provided as a supplementary earnings measure to assist readers in determining the ability of the Company to generate cash from operations and to cover financial charges. It is also widely used for business valuation purposes. This measure does not have a standardized meaning prescribed by Canadian generally accepted accounting principles and may not be comparable to similar measures presented by other companies.

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2100, rue Sainte-Catherine Ouest, Bureau 1000, Montréal (Québec) H3H 2T3 Tél. : (514) 939-5000 Fax : (514) 939-1515 www.astralmedia.com

Sources: Alain Bergeron Claude Gagnon
Vice-President, Brand Management Senior Vice-President and
and Corporate Communications Chief Financial Officer
Astral Media Inc. Astral Media Inc.
(514) 939-5000 (514) 939-5000

Last Updated ( Saturday, 28 April 2007 )
 
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