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Broadcasting Decision CRTC 2003-138
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Ottawa, 2 May 2003
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Astral Media Inc., on behalf of Astral Radio Inc., Radiomedia Inc., Astral Radio Québec Inc. and Entreprises Radio Etchemin inc.
Province of Quebec
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Applications 2003-0249-8 and 2003-0278-7
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Intracorporate reorganization within the Astral group
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1.
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The Commission received applications by Astral Media Inc. (Astral Media) for approval of an intracorporate reorganization within its group.
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2.
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Astral Radio Inc. (Astral Radio) is the licensee of the following Quebec radio stations: CFEI-FM St-Hyacinthe; CHIK-FM Québec; CIGB-FM Trois-Rivières; CIMO-FM Magog; CJAB-FM Chicoutimi; CJMM-FM Rouyn-Noranda; CJMV-FM Val d'Or; CJRC Gatineau; CKMF-FM Montréal; CKSM Shawinigan; CKRS Chicoutimi; CKTF-FM Gatineau; CHRD-FM Drummondville. It is also the licensee of the Radio Énergie network and two transitional digital radio undertakings in Gatineau.
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3.
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Radiomedia Inc. (Radiomedia) is the licensee of the following Quebec radio stations: CHRC Québec and CKAC Montréal. It is also the licensee of Réseau de hockey des Canadiens de Montréal, Réseau des Expos and Réseau radiophonique d'information de langue française Radiomedia. Radiomedia is also the licensee of a transitional digital radio undertaking in Montréal.
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4.
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Astral Radio Québec Inc. (Astral Radio Québec) is the licensee of the following Quebec radio stations: CIMF-FM Hull; CITF-FM Québec; CITE-FM Montréal; CHEY-FM Trois-Rivières; CHLN Trois-Rivières; CHLT Sherbrooke; CFIX-FM Chicoutimi; CITE-FM-1 Sherbrooke and CKTS Sherbrooke. It is also the licensee of Réseau CHLN in Trois-Rivières and Réseau Radio Rock Détente, as well as two transitional digital radio undertakings, one in Gatineau and one in Montréal.
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5.
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Entreprises Radio Etchemin inc. (Radio Etchemin) is the licensee of the radio station CFOM-FM Lévis, Quebec. The Commission notes that Paul-Émile Beaulne acts as trustee of Radio Etchemin under a voting trust agreement approved by the Commission on 25 October 2002. Mr. Beaulne exercises voting rights attached to Radio Etchemin shares, although Astral Media retains ownership of the shares.
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6.
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The Commission notes that some of these broadcasting assets are currently the subject of applications filed by Astral Media, on behalf of a corporation comprised of TVA Group Inc. and Radio Nord Communications inc., for approval to acquire the following assets: i) the AM radio stations in Quebec, certain networks and certain transitional digital radio undertakings owned by Astral Radio, Radiomedia and Astral Radio Québec; and ii) the radio station CFOM-FM.
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7.
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The Commission also notes Astral Media's intention to undertake the intracorporate reorganization independently of the other outstanding applications.
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8.
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The reorganization involves the following transactions:
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a) the amalgamation of Radiomedia and Astral Radio Québec to form Amalco 1, a wholly-owned subsidiary of Astral Radio;
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b) the transfer of Radio Etchemin voting shares, held by Astral Radio, to Amalco 1 (application 2003-0249-8);
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c) the transfer of Astral Radio voting shares, held by Astral Acquisition Inc. (Astral Acquisition), to Newco, a new wholly-owned subsidiary of Astral Acquisition (application 2003-0278-7); and
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d) the amalgamation of Newco and Astral Radio to form Amalco 2, a wholly-owned subsidiary of Astral Acquisition.
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9.
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The ultimate control of the licensees involved in the reorganization will continue to be exercised by Astral Media, which is owned by the Greenberg family. The trustee, Mr. Beaulne, will continue to exercise control of Radio Etchemin.
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10.
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The Commission approves the above-mentioned applications for the transfers resulting from the intracorporate reorganization within the Astral group.
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11.
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The above amalgamations do not require the Commission's approval. The Commission reminds the applicant, however, that the licences affected by these amalgamations will not be amended until the Commission receives a copy of the signed amalgamation documents and related agreements. The Commission also directs the applicant to file a signed copy of any other company documents for which it has filed a draft only, including Newco's incorporation documents. These documents must be filed within 60 days of the date of this decision.
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12.
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The Commission will amend its ownership records accordingly.
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13.
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The Commission notes that the proposed intracorporate reorganization also involves the transfer of all assets of CFOM-FM to Amalco 1. Given that the asset transfer requires that a new licence be issued for CFOM-FM, this step in the reorganization will be addressed at the appropriate time at a subsequent public hearing (application 2003-0211-7).
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Secretary General
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This decision is to be appended to the licence. It is available in alternative format upon request, and may also be examined at the following Internet site: http://www.crtc.gc.ca
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Date Modified: 2003-05-02