Alliance Atlantis Reaches Agreement To Acquire Salter Street Films.Business Editors HALIFAX, Nova Scotia For other uses, see Halifax. Halifax, Nova Scotia may refer to any of the following:
Salter Street Films has 1,100 Half-Hour Program Library, is Canada's Foremost Comedy Producer and Owns the Independent Film Channel Canada Alliance Atlantis Communications Inc. (NASDAQ NASDAQ in full National Association of Securities Dealers Automated Quotations U.S. market for over-the-counter securities. Established in 1971 by the National Association of Securities Dealers (NASD), NASDAQ is an automated quotation system that reports on :AACB AACB Australasian Association of Clinical Biochemists AACB Alliance Atlantis Communications Inc. AACB Aeronautics and Astronautics Coordinating Board AACB Aeronautics & Astronautics Coordinating Board AACB Ann Arbor Concert Band (Ann Arbor, MI) )(TSE See Tokyo Stock Exchange. TSE 1. See Tokyo Stock Exchange (TSE). 2. See Toronto Stock Exchange (TSE). :AAC (Advanced Audio Coding) An audio compression technology that is part of the MPEG-2 and MPEG-4 standards. AAC, especially MPEG-4 AAC, provides greater compression and better sound quality than MP3, which also came out of the MPEG standard. .A)(TSE:AAC.B) and Salter Street Films Limited (TSE:SSF SSF Scalable Simulation Framework SSF Single Stock Futures SSF Service Switching Function SSF Small Form Factor SSF Svenska Simförbundet (Swedish Swimming Association) SSF Space Station Freedom SSF Society of St. .) today announced that they have entered into a definitive agreement under which Alliance Atlantis will acquire all of the issued and outstanding shares of Salter Street Films. The acquisition agreement provides that shareholders of Salter Street Films may elect to receive either $3.33 in cash and 0.310 Class B Non-Voting Shares of Alliance Atlantis for each share of Salter Street Films, representing approximately $9.22 per share of Salter Street Films, based on the closing price of Alliance Atlantis Class B Non-Voting Shares on February 9, 2001, or 0.465 Class B Non-Voting Shares of Alliance Atlantis for each share of Salter Street Films. The transaction is expected to close within 90 days. Michael Donovan, Chairman and Chief Executive Officer and Paul Donovan, Vice Chairman, the holders of all of the multiple voting shares of Salter Street Films, and certain other holders of subordinate voting shares of Salter Street Films, have agreed to support and vote in favour of the transaction. This group represents approximately 71 per cent of the votes and approximately 25 per cent of the total issued and outstanding shares of Salter Street Films. In addition, the Board of Directors of Salter Street Films, based on a recommendation of its special committee, has unanimously agreed to support the transaction and recommend to its shareholders that they vote in favour of the transaction. "Salter Street Films' library, expertise in comedy production and emerging specialty channel business are attractive to us," said Michael MacMillan, Chairman and Chief Executive Officer, Alliance Atlantis. "We believe that the specialty channel business, particularly the 'Category 1' Independent Film Channel Canada, is an excellent fit with Alliance Atlantis' growth strategy for our Broadcast Group and presents tremendous opportunities to further exploit our extensive motion picture library." The Independent Film Channel Canada, scheduled to launch in fall 2001, is Canada's first English-language specialty television service dedicated to independent film, the filmmaking process, and the world of filmmakers. The change in control of the Independent Film Channel Canada is subject to approval by the Canadian Radio-television and Telecommunications Commission The Canadian Radio-television and Telecommunications Commission (CRTC, in French Conseil de la radiodiffusion et des télécommunications canadiennes) was established in 1968 by the Parliament of Canada to replace the Board of Broadcast Governors. (CRTC CRTC Canadian Radio-Television & Telecommunications Commission CRTC Combat Readiness Training Center CRTC Cathode Ray Tube Controller CRTC China Railway Telecommunications Center CRTC Cold Region Test Center CRTC Continuously Regenerated Trap Column ). Michael Donovan, in support of the transaction, said, "We have been making films and television programs in Canada and distributing them internationally for over 22 years. There have been many significant milestones and developments, but this transaction is without a doubt the most significant and positive to date. We believe that this partnership with Alliance Atlantis is the best way going forward to continue to grow and develop Canadian films and television in Atlantic Canada. We also believe it is in the best interest of our shareholders." Salter Street has gained the reputation as Canada's foremost television comedy producer. The Company has accumulated an extensive library consisting of over 1,100 half-hours of award-winning content. "This transaction links perfectly with our strategy to diversify our television production slate. Over the past 18 months, we have added children's and fact-based documentary programming and now we are adding the comedy genre," said Mr. MacMillan. "Additionally, we believe we will be able to effectively exploit Salter Street's extensive library with our existing global television distribution infrastructure." Michael and Paul Donovan will remain with the Company under multi-year agreements. Salter Street Films will continue to house its production facilities in Halifax. If the CRTC approves the change in control of the Independent Film Channel Canada, Alliance Atlantis will maintain the head office of the Independent Film Channel Canada, and marketing and program functions, in Halifax. Michael Donovan will also serve as Chairman of the Independent Film Channel Canada. The Companies have a long association - Alliance Atlantis was a shareholder of Salter Street Films when Salter Street was a private company. Currently, Alliance Atlantis holds approximately 35,000 subordinate voting shares in Salter Street Films. Michael MacMillan served as a Director of Salter Street Films until early 2000. Additionally, Salter Street Films was one of the original minority shareholders of Showcase, Alliance Atlantis' very successful movie and drama specialty channel. Alliance Atlantis' Motion Picture Group has an extensive library consisting of approximately 6,500 titles aggregating approximately 13,000 hours. These exclusive Canadian rights arise pursuant to long-term contractual arrangements with such motion picture companies as Miramax Films, New Line Cinema, Fine Line Features, Artisan Entertainment, USA Films and Destination Films. Alliance Atlantis believes this library of independent films provides ideal content for the Independent Film Channel Canada. In November 2000, the CRTC decided to issue one "Category 1" licence, the Independent Film Channel Canada, and 20 "Category 2" licences for new digital specialty television services, to subsidiaries of Salter Street Films. These "Category 2" services include World Cinema, showing the best of contemporary and classic foreign films, and Comedy for Kids, dedicated to presenting comedy programming created for and by young Canadians and providing a platform for new comedic talent. The CRTC has approved the terms of trust arrangements whereby Salter Street Films' shares can be acquired pursuant to this transaction pending CRTC approval of the transfer of control of the Salter Street Films' subsidiaries that will be launching and operating the new specialty channels pursuant to the CRTC licences. Daniel M. Campbell Q.C., of the Halifax-based law firm Cox Hanson O'Reilly Matheson, has agreed to act as trustee under these arrangements. About Salter Street Films Salter Street Films (TSE:SSF) is an integrated entertainment Company that develops, produces and distributes original film and television programming as well as Internet products and services. Salter Streets' television programs include the award-winning and top-rated CBC (1) (Cell Broadcast Center) See cell broadcast. (2) (Cipher Block Chaining) In cryptography, a mode of operation that combines the ciphertext of one block with the plaintext of the next block. comedy series This Hour Has 22 Minutes This Hour Has 22 Minutes is a weekly Canadian television comedy that airs on CBC Television. Launched in 1993 during Canada's 35th general election, the show focuses on Canadian politics, combining news parody, sketch comedy and satirical editorials. and Made in Canada Made in Canada may also mean Country of origin. Made in Canada is a Canadian television situation comedy which aired on the CBC from 1998 to 2003. In the United States, France, Australia and Latin America, the show was syndicated as The Industry. (broadcast in the U.S. as The Industry on PBS PBS in full Public Broadcasting Service Private, nonprofit U.S. corporation of public television stations. PBS provides its member stations, which are supported by public funds and private contributions rather than by commercials, with educational, cultural, affiliated stations); The Awful Truth with Michael Moore (broadcast in Canada on Bravo!, in the U.S. on Bravo, The Film and Arts Network and on Channel 4 in the U.K.); the comedy series Blackfly blackfly Any member of the insect family Simuliidae, comprising 300 species of small, humpbacked dipterans found worldwide. Usually black or dark gray, the blackfly has short mouthparts adapted for sucking blood. on Global; the family drama Emily of New Moon Emily of New Moon is the first in a series of novels by Lucy Maud Montgomery. Summary Similar to her earlier and more famous Anne of Green Gables series, the Emily (broadcast in the U.S. on Encore's WAM WAM - Intermediate language for compiled Prolog, used by the Warren Abstract Machine. "An Abstract Prolog Instruction Set", D.H.D. Warren, TR 309, SRI 1983. ! Family Channel); and the science fiction series LEXX (broadcast in Canada on Space: The Imagination Station and in the U.S. on the SCI FI Channel Sci Fi Channel may refer to:
The CRTC has decided to issue 21 licences to operate digital channels to subsidiaries of Salter Street Films, most notably for Independent Film Channel Canada, Canada's first English-language specialty television service dedicated to independent film, the filmmaking process, and the world of filmmakers. Salter Street Films' other specialty digital channel licences include World Cinema, Classics TV, Comedy for Kids and ZTV ZTV Zusätzliche Technische Vertragsbedingungen (German) . About Alliance Atlantis Communications Inc. Alliance Atlantis Communications Inc. is a leading broadcaster, creator and distributor of filmed entertainment with significant ownership interests in eight Canadian analog specialty television networks, including Showcase, Life Network, Home & Garden Television (HGTV HGTV Home and Garden Television Canada), History Television, Series+, Historia, Headline Sports-The Score and Food Network Canada, as well as U8TV, Canada's first Internet television station. The CRTC has decided to issue over 30 licences to Alliance Atlantis for new digital channels including The Health Network Canada, National Geographic Canada, National Geographic Adventure National Geographic Adventure, formerly known as Adventure One (A1) but now commonly known as Nat Geo Adventure, is a subscription TV channel part of National Geographic Channels International. One, BBC Canada, BBC Kids, Do it Yourself Canada and Fine Living. Alliance Atlantis Communications Inc.'s principal business activities are conducted through three operating groups: Broadcast, Motion Pictures and Television. Headquartered in Toronto, Alliance Atlantis Communications Inc. operates offices in Los Angeles, Edmonton, Montreal, Shannon, London and Sydney. The Company's common shares trade on the Toronto Stock Exchange Toronto Stock Exchange (TSE) Canada's largest stock exchange, trading approximately 1,200 company stocks and 33 options. - trading symbols AAC.A, AAC.B and on NASDAQ - trading symbol AACB. The Company's Web site is www.allianceatlantis.com. This press release may contain forward-looking statements that involve a number of risks and uncertainties. Among the important factors that could cause actual results to differ materially from those indicated by such forward-looking statements are market and general economic conditions and the risk factors detailed from time to time in the Company's periodic reports and registration statements filed with the Canadian securities regulatory authorities and the U.S. Securities and Exchange Commission. A conference call is scheduled for Monday, February 12, 2001 at 8:30 a.m. (EST EST electroshock therapy. EST abbr. electroshock therapy ). To access the call, dial (416) 620-2414 or toll-free (877) 871-4099. The conference call will also be broadcast and archived on-line at http://www.Q1234.com. The conference call will be available for replay for 24 hours Adv. 1. for 24 hours - without stopping; "she worked around the clock" around the clock, round the clock after its completion. To access the replay of the call, call (416) 626-4100 and enter PIN# 17972987. For toll free access call (800) 558-5253 and enter PIN# 17973955 |
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