TORONTO (CP) _ Ignoring a last-minute veto effort, shareholders of Alliance Atlantis Communications Inc. (TSX:AAC.B) have voted more than 99 per cent to accept a $2.3-billion takeover offer from CanWest Global Communications Corp. (TSX:CGS) and New York investment bank Goldman Sachs.
"That was a squeaker," Alliance Atlantis executive chairman Michael MacMillan said as stockholders laughed after the results were announced at a special meeting Thursday morning.
The major entertainment company said 99.7 per cent of Class A shareholders who voted approved the takeover, amounting to $53 a share, and 99.9 per cent of Class B shareholders approved it.
MacMillan said operating Alliance Atlantis has been "a heck of a long ride" and he felt privileged and proud to have helped run the company, which has been operating for nearly three decades.
"I’m equally proud to be able to sell it for $2.3 billion and to expect that in the future this business is going to grow and to thrive in a new way, in a new configuration," MacMillan said. "I’m very, very optimistic for the future of the business."
Alliance Atlantis and multimedia giant CanWest said the takeover remains on track despite a veto bid by Movie Distribution Income Fund (FLM.UN). The fund said Wednesday evening it is going to court to seek a veto.
At issue is the Motion Picture Distribution Limited Partnership, a major movie distributor in Canada, which is owned 49 per cent by the Movie Distribution Income Fund and 51 per cent by Alliance Atlantis.
The trust said it would file a court application Thursday, seeking an order that the takeover can’t be completed without its consent, and that the trust must be fully informed about the transaction.
"We do not believe the (takeover) arrangement itself requires the consent of the trustees of the fund," David Lazzarato, Alliance Atlantis’s chief financial officer, said earlier Thursday in a release.
"The trustees of the fund apparently believed they needed to take legal steps to preserve the rights of the fund in advance of the special meeting of Alliance Atlantis shareholders … ."
He said the trustees, the management of MPD and the bidders "continue to engage in discussions" and should be able to "satisfactorily address any concerns that the fund’s trustees may have regarding the consequences to MPD from the arrangement."
On behalf of CanWest Global, executive vice-president Tom Strike said the bidders would "continue to pursue a satisfactory resolution with the trustees of the fund and would take whatever legal action it deemed necessary to maximize the likelihood of a timely completion of the arrangement.’
Under the proposed deal, the CanWest will contribute $200 million to the takeover of Alliance Atlantis, whose key assets are 13 specialty TV channels including Showcase, History Television, Slice and Discovery Health. It also owns part of the CSI television crime series.
Goldman Sachs will hold 71 per cent while CanWest will have a 29 per cent stake, aiming to increase its ownership by 2011.
The ultimate ownership split depends on the performance of the combination of the Alliance Atlantis broadcast assets with Winnipeg-based CanWest’s Global TV network.