Torstar to Sell Harlequin to News Corp

TORONTO, ONTARIO--(Marketwired - May 2, 2014) - Torstar Corporation today announced it has entered into an agreement to sell all of the shares of Harlequin Enterprises Limited to News Corp. It will be run as a division of HarperCollins Publishers, a subsidiary of News Corp.

The purchase price is $455 million Canadian payable in cash at closing. Torstar intends to apply a portion of the net proceeds to debt reduction. The company will retain the remainder of the proceeds pending a thorough review of its future cash requirements and potential investment opportunities.

The transaction, which has been unanimously approved by the Torstar board of directors, is subject to customary approvals and closing conditions, including regulatory approvals. The parties anticipate closing the transaction by the end of the third quarter of 2014.

"Harlequin has been an important part of Torstar over the past 39 years and we are very proud of the global success it has achieved," said David Holland, President and Chief Executive Officer of Torstar Corporation. "While making the decision to sell has been difficult, we are confident that this transaction represents excellent value for Torstar shareholders and it also further strengthens the financial position of Torstar. This sets the stage for the next chapter in the Harlequin story. HarperCollins is a very well-respected publisher with a tremendous track record of success and will be a good home for Harlequin. The sale will benefit Harlequin in the years ahead by providing the company, its terrific management team and its employees with exciting opportunities to continue to grow."

"Harlequin has built one of the largest and most widely recognized consumer brands in publishing with a highly focused publishing program for women," said Brian Murray, President and CEO of HarperCollins. "We are thrilled to welcome Harlequin's management and staff in Toronto and around the world to the HarperCollins family. The Harlequin name and rich heritage will be preserved independently, with the aim to leverage capabilities to bring the book-reading public more choices. Harlequin's business has grown internationally, and will give HarperCollins an immediate foothold in 11 new countries from which we can expand into dozens of foreign languages for authors who choose to work with us globally."

HarperCollins has indicated that Harlequin will remain headquartered in Toronto, as will the offices of HarperCollins Canada.

"We are excited to be joining HarperCollins Publishers," said Craig Swinwood, Publisher and CEO of Harlequin. "This transaction will allow Harlequin to continue to operate as a distinct and successful brand within a larger publishing company. We're excited to be able to take full advantage of HarperCollins' robust resources, scale and capabilities to expand the reach of our books and grow our business."

The regulatory approvals required include competition clearances in Canada and the United States and approval under the Investment Canada Act.

The transaction is also subject to the approval of Torstar's Class A shareholders. The voting trustees of the Torstar Voting Trust, which controls approximately 98 per cent of the Class A voting shares of Torstar, have entered into a voting support agreement pursuant to which they have agreed irrevocably to vote all Class A shares under the Voting Trust in favour of the transaction at a special meeting of shareholders of Torstar to be called to approve the transaction. The board of directors of Torstar is recommending that holders of Torstar's Class A shares vote in favour of the transaction. Full details of the transaction and the special meeting will be included in an information circular to be mailed to Torstar shareholders in May 2014.

Harlequin was founded in 1949. Torstar acquired a controlling interest in Harlequin in 1975 and acquired the remaining interest in 1981. Today, Harlequin is a leading publisher of women's fiction, with titles issued worldwide in 34 languages and sold in 102 international markets. Harlequin publishes the work of more than 1,300 authors and releases more than 110 titles monthly through publishing operations in 16 countries, either through wholly-owned operating units or joint ventures. Approximately 95 per cent of Harlequin's revenues are from outside of Canada.

Harlequin has more than 1,000 employees worldwide, including more than 350 in Canada.

In 2013, Harlequin had total segment revenues of $398 million and segment EBITDA of $56 million, which accounted for 29% and 32% of Torstar's consolidated revenues and EBITDA (on a segmented basis) respectively.*

BMO Capital Markets is acting as the financial advisor and McCarthy Tétrault LLP and Osler, Hoskin & Harcourt LLP are acting as the legal advisors for Torstar.

INVESTOR CONFERENCE CALL DETAILS

Torstar will host a conference call with the investment community at 8:15 AM EST to discuss this announcement. To participate in the conference call, please call 416-340-2217 / 1-866-696-5910, participant passcode 5448893. A live broadcast of the conference call will also be available over the internet on the Presentations, Events and Conference Calls page (Investor Relations) of our web site at www.torstar.com. For anyone unable to participate, a recording of the conference call will be available for 9 days at 905-694-9451 / 1-800-408-3053, passcode number 8726470.

About Torstar Corporation

Torstar Corporation is a broadly based media and book publishing company listed on the Toronto Stock Exchange (TS.B). Its businesses include the Star Media Group led by the Toronto Star, Canada's largest daily newspaper, Free Daily News Group Inc., which publishes the English-language Metro newspapers in several Canadian cities; Metroland Media Group, publisher of community and daily newspapers in Ontario and also include digital properties including thestar.com, Workopolis, wagjag.com, toronto.com, save.ca, Olive Media, and eyeReturn Marketing; and Harlequin, a leading global publisher of books for women.

Torstar's news releases are available on the Internet at www.torstar.com.

About Harlequin

Harlequin (www.Harlequin.com) is one of the world's leading publishers of books for women, with titles issued worldwide in 34 languages and sold in 102 international markets. The company publishes more than 110 titles monthly and more than 1,300 authors from around the world. Harlequin is a wholly owned subsidiary of Torstar Corporation (www.torstar.com), a broadly based media company listed on the Toronto Stock Exchange (TS.B). Harlequin's website is located at Harlequin.com. Harlequin has offices in 16 countries, including offices in Toronto, New York and London. For more information, please visit Harlequin.com and Facebook.com/HarlequinBooks. Follow Harlequin on Twitter @HarlequinBooks.

About News Corp

News Corp (NWS)(NWSA)(NWS.AX)(NWSLV.AX) is a global, diversified media and information services company focused on creating and distributing authoritative and engaging content to consumers throughout the world. The company comprises businesses across a range of media, including: news and information services, cable network programming in Australia, digital real estate services, book publishing, digital education, and pay-TV distribution in Australia. Headquartered in New York, the activities of News Corp are conducted primarily in the United States, Australia, and the United Kingdom. More information: www.newscorp.com.

About HarperCollins Publishers

HarperCollins Publishers, one of the largest English-language publishers in the world, is a subsidiary of News Corp (NWS)(NWSA)(NWS.AX)(NWSLV.AX). Headquartered in New York, HarperCollins has publishing groups around the world in the US, UK, Canada, Australia, New Zealand, and India. HarperCollins is a broad-based publisher with strengths in literary and commercial fiction, business books, children's books, cookbooks, narrative nonfiction, mystery, romance, reference, pop culture, design, health, wellness, and religious and spiritual books. With nearly 200 years of history, HarperCollins has published some of the world's foremost authors, including winners of the Nobel Prize, the Pulitzer Prize, the National Book Award, the Newbery Medal, and the Caldecott Medal. HarperCollins is consistently at the forefront of innovation, using digital technology to create unique reading experiences and expand the reach of its authors. You can visit HarperCollins Publishers online at: www.harpercollins.com.

Forward-looking statements

This press release contains forward-looking statements about the proposed acquisition by HarperCollins Publishers of all of the outstanding shares of Harlequin Enterprises Limited, including, among others, forward-looking statements about management's expectations regarding the expected timing and benefits of the transaction, the timing of the Torstar shareholders meeting and publication and distribution of related shareholder materials, obtaining regulatory approvals and meeting other closing conditions to the transaction, the expected benefits of the transaction and the use of proceeds from the transaction. Generally, these forward-looking statements can be identified by the use of forward-looking terminology such as "anticipate", "believe", "plan", "forecast", "expect", "intend", "would", "could", "if", "may" and similar expressions. All such statements are made pursuant to the "safe harbour" provisions of applicable Canadian securities legislation. These statements reflect current expectations of management regarding future events and performance, and speak only as of the date of this release. In addition, forward-looking statements are provided for the purpose of providing information about management's current expectations and plans relating to the future. Readers are cautioned that reliance on such information may not be appropriate for other purposes.

By their very nature, forward-looking statements require management to make assumptions and are subject to inherent risks and uncertainties. There is a significant risk that predictions, forecasts, conclusions or projections will not prove to be accurate, that management's assumptions may not be accurate and that actual results, performance or achievements may differ significantly from such predictions, forecasts, conclusions or projections expressed or implied by such forward-looking statements. We caution readers not to place undue reliance on the forward-looking statements in this press release as a number of factors could cause actual future results, conditions, actions or events to differ materially from the targets, outlooks, expectations, goals, estimates or intentions expressed in the forward-looking statements.

These factors include, but are not limited to: the ultimate outcome of the transaction, including the risk that the transaction may not close, the risk that Harlequin's business will be adversely impacted during the pendency of the acquisition, the parties' ability to obtain regulatory approvals on a timely basis, general economic conditions in the principal markets in which Harlequin operates; Harlequin's ability to compete with other forms of media and media platforms; dependence on key personnel; loss of reputation; privacy and confidential information; and intellectual property rights. We caution that the foregoing list is not exhaustive of all possible factors, as other factors could adversely affect our results.

In addition, a number of assumptions, including those assumptions specifically identified throughout this press release, were applied in making the forward-looking statements set forth in this press release. Some of the key assumptions include, without limitation, expected benefits from the transaction, assumptions regarding the performance of the North American and global economies; tax laws in the countries in which we operate; continued availability of financing on appropriate terms; market competition; expected future revenues and expected future cash flows. There is a risk that some or all of these assumptions may prove to be incorrect.

When relying on our forward-looking statements to make decisions with respect to the Company and its securities, investors and others should carefully consider the foregoing factors and other uncertainties and potential events. The Company does not intend, and disclaims any obligation to, update any forward-looking statements, whether written or oral, or whether as a result of new information or otherwise, except as may be required by law.

For more information, please see the discussion of risks affecting Torstar and its businesses in Torstar's 2013 Management's Discussion & Analysis which has been filed on www.sedar.com and is available on Torstar's corporate website www.torstar.com.

*Non-IFRS measures

This press release references EBITDA which is a non-IFRS measure. Unless otherwise indicated, references to EBITDA in this press release means adjusted segmented EBITDA. EBITDA (earnings before interest, taxes, depreciation and amortization) is a measure that is also used by many of Torstar's shareholders, creditors, other stakeholders and analysts as a proxy for the amount of cash generated by Torstar's operations or by a reporting unit or business segment such as Harlequin. EBITDA is not the actual cash provided by operating activities and is not a recognized measure of financial performance under IFRS. Torstar calculates EBITDA as operating revenue less salaries and benefits and other operating costs as presented on the consolidated statement of income. EBITDA excludes restructuring and other charges and impairment of assets. Torstar's method of calculating EBITDA (including calculating EBITDA on an adjusted basis to exclude restructuring and other charges and impairment of assets) may differ from other companies and accordingly may not be comparable to measures used by other companies. Segmented EBITDA is calculated in the same manner described above, except that it is calculated using total segment results prior to the elimination of proportionately consolidated results for joint ventures.

In addition, segmented Revenues represent Consolidated revenues prior to the elimination of proportionately consolidated revenues for joint ventures.