Business Services Industry
Hollinger Inc.: Status Update
Business Wire, April 6, 2005
TORONTO -- Hollinger Inc. ("Hollinger") (TSX:HLG.C)(TSX:HLG.PR.B) provides the following update in accordance with the guidelines pursuant to which the June 1, 2004 management and insider cease trade order was issued. These guidelines contemplate that Hollinger will normally provide bi-weekly updates on its affairs until such time as it is current with its filing obligations under applicable Canadian securities laws. Reference should be made to Status Update Reports and other press releases that have been previously filed by Hollinger and which are available on SEDAR at www.sedar.com.
Recent Events
On March 29, 2005, Hollinger issued a Statement of Claim in the Ontario Superior Court of Justice to commence a legal action against The Ravelston Corporation Limited, Ravelston Management Inc., Moffatt Management Inc. and Black-Amiel Management Inc. as well as former directors and officers Conrad (Lord) Black, F. David Radler, J.A. Boultbee and Peter Y. Atkinson. The claims made are for monetary damages from all defendants jointly and severally in the amount of C$550 million as well as reimbursement of certain amounts owing to Hollinger by the Ravelston defendants in the amount of approximately C$86 million plus accrued interest and costs. The monetary damages include management fees and non-competition payments paid to Ravelston and the individual defendants during a period since 1998, as well as reimbursement of fees and costs including those related to the current inspection by Ernst & Young Inc. and the now withdrawn going private transaction. Other bases of the claims include diversion of corporate opportunities, breach of fiduciary duties and oppression.
On March 31, 2005, Hollinger was not able to file its annual financial statements (and related MD&A) and its AIF for the fiscal year ended December 31, 2004 on a timely basis as required by Canadian securities legislation. Hollinger will not be in a position to file its 2004 annual financial statements (and related MD&A) until such time as it is able to resolve the outstanding issues relating to the preparation and audit of its 2003 and 2004 annual financial statements.
Cancellation of Proposed Going Private Transaction
Hollinger had previously provided notice of a special meeting of the holders of Hollinger's retractable common shares and Series II Preference Shares scheduled to be held on March 31, 2005 to consider a proposed going private transaction by way of a consolidation (the "Going Private Transaction"). A Management Proxy Circular prepared in connection with Going Private Transaction was mailed to Hollinger's shareholders.
On March 21, 23 and 24, 2005, a hearing was held by the Ontario Securities Commission (the "OSC") in connection with applications made by Hollinger and others to the OSC for variations to the management and insider cease trade orders issued by the OSC relating to certain directors, officers and insiders of Hollinger and Hollinger International Inc. ("Hollinger International") in order to permit the Going Private Transaction to proceed. On March 28, 2005, the OSC released its decision that it was unable to form the opinion that it would not be prejudicial to the public interest to grant the relief sought by Hollinger and others in connection with the Going Private Transaction. As a result, the OSC denied granting the requested relief. The full text of the OSC's decision with reasons, the applications and certain other documents that were presented to the OSC hearing are available at the OSC's website at www.osc.gov.on.ca.
In light of the decision of the OSC, Hollinger's Board of Directors determined to cancel the special meeting of Hollinger's shareholders scheduled for March 31, 2005.
Financial Statements
As previously reported, Hollinger's 2003 annual financial statements could not be completed and audited until Hollinger International's 2003 annual financial statements were completed. On January 18, 2005, Hollinger International filed its 2003 Form 10-K with the United States Securities and Exchange Commission, which included audited financial statements and related MD&A for the fiscal year ended December 31, 2003 and restated audited financial results for the fiscal years ended December 31, 1999, 2000, 2001 and 2002. Hollinger International stated that the restated financial results were to correct accounting errors in prior periods and to reflect reclassifications arising from the adoption of a new accounting standard. On January 21, 2005, Hollinger International filed its audited financial statements (and related MD&A) and its renewal Annual Information Form for the year ended December 31, 2003 with the Canadian securities regulatory authorities. The foregoing were necessary but not sufficient conditions to permit Hollinger to complete and file its 2003 annual financial statements as the completion and audit of such financial statements will require a level of co-operation from Hollinger International, which is still in negotiation, and Hollinger International's auditors.
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