|
Broadcasting Decision CRTC 2003-28
|
|
Ottawa, 3 February 2003
|
|
Rogers Broadcasting Limited, on behalf of 3216195 Canada Inc.
Across Canada
|
|
Application 2002-0880-3
|
|
Transfer of effective control of 3216195 Canada Inc.
|
|
1.
|
The Commission received an application by Rogers Broadcasting Limited (RBL), submitted on behalf of 3216195 Canada Inc. (3216195, the licensee) to effect a transfer of effective control of the licensee.
|
|
2.
|
3216195 is the licensee of a digital pay-per-view (PPV) sports/specials service and of a direct-to-home PPV (PDTH) sports/specials service distributed via satellite, both known as "Sports/Specials Pay-Per-View". The PPV service has been in operation since September 1996, while the PDTH service has been operating since January 1996.
|
|
3.
|
The proposed transaction would be implemented through the transfer of 80% of the voting interest of 3216195, representing 800,000 Common shares, currently held by CTV Inc. (CTV).
|
|
4.
|
CTV originally held 60% of the voting interest of 3216195, with the remaining shares held equally by The Molson Companies Limited (Molson) and Fox Sports Net Canada Holdings, LLC (Fox). In February 2002, Molson assigned its 20% shareholdings to CTV, resulting in CTV owning 80% of the voting interest of 3216195.
|
|
5.
|
As a result of this transaction, RBL will own and control 3216195.
|
|
6.
|
Based on the letter of purchase and sale agreement, the purchase price for the shares held by CTV is $22,243.82. Considering that the services have been operating at a loss since they began operations, the Commission considers the value of the transaction of $22,243.82 to be reasonable and a fair representation of the 80% voting interest in the two Sports/Specials Pay-Per-View services.
|
|
7.
|
RBL currently supports a scholarship and education program associated with its Sportsnet service, entitled "Quick Start". The Commission notes that RBL has made a commitment to donate an additional $2,300 to this program, for an additional scholarship at one of the four participating regional educational institutions (i.e. Concordia University, Ryerson University, Northern Alberta Institute of Technology and British Columbia Institute of Technology).
|
|
8.
|
Pursuant to the Commission's benefits policy outlined in Building on success - A policy framework for Canadian television, Public Notice CRTC 1999-97, 11 June 1999, the dollar value of tangible benefits generally required of applicants in transactions involving the transfer of control oftelevision undertakings is set at 10% of the value of the transaction, as accepted by the Commission. The Commission is satisfied that the proposed tangible benefits are appropriate and commensurate with the size and nature of this transaction. Moreover, the Commission finds that the proposed transfer of effective control of 3216195 to RBL is in the public interest.
|
|
9.
|
Considering the particular circumstances of this transaction, the Commission approves the transfer of effective control of 3216195 to RBL and will modify its ownership records accordingly.
|
|
10.
|
The licensee must submit to the Commission an executed copy of the associated shareholders agreement between RBL and Fox Sports Net Canada Holdings, LLC.
|
|
Secretary General
|
|
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: www.crtc.gc.ca
|
Date Modified: 2003-02-03