(Bloomberg) -- A takeover battle for Torstar Corp., owner of the Toronto Star and other newspapers, has sparked multiple investor complaints to Ontario’s securities regulator.
The Ontario Securities Commission “has received shareholder complaints in relation to the Torstar bid,” OSC Public Affairs Manager Kristen Rose said in an email. She declined to give details. “This is to ensure the complaint process is not used to affect the market and to promote fairness towards those who are the subject of a complaint or review.”
Torstar accepted a sweetened C$60 million ($44 million) takeover offer from NordStar Capital LP on July 11 after receiving an unsolicited bid from an investor group led by entrepreneur Tyler Proud earlier that week.
NordStar, which is controlled by Jordan Bitove and former Fairfax Financial Holdings Ltd. President Paul Rivett, upped its offer to 74 Canadian cents per share, a 17.5% increase from its 63-cent offer in May. Fairfax, led by Chief Executive Officer Prem Watsa, owns 40% of Torstar’s non-voting shares and already supported NordStar’s earlier offer, according to regulatory filings.
The rival offer from Canadian Modern Media Holdings, a group that also includes Dye & Durham Ltd. CEO Matthew Proud, investment banker Neil Selfe of INFOR Financial Group Inc. and former Ontario finance minister Greg Sorbara, was for 72 cents a share in cash, plus contingency payments from future asset sales they said could be worth an additional 50 cents a share.
Joseph Groia, a Toronto securities lawyer, told BNN Bloomberg Television he is aware of at least three letters signed by Torstar investors urging the OSC to look into the deal. Groia was retained by a German-based investment fund that owns 300,000 Torstar shares, BNN Bloomberg said.
But Torstar Chairman John Honderich told BNN Bloomberg there was no formal offer from Canadian Modern and that the board asked the group to increase the cash part of their bid and “they declined to do so.”
A takeover of Torstar would represent the end of an era for one of Canada’s largest newspapers, which has been controlled by a voting trust of several Toronto families for decades. Torstar has been unable to turn around years of steady losses in advertising revenue and circulation. As of Wednesday’s market close, the stock had fallen 57% since the end of 2017.
A special meeting for Torstar shareholders to vote on the transaction has been scheduled for July 21. Investors have an avenue to contest takeovers and shareholder meetings through Ontario’s securities regulator in certain circumstances by requesting what’s called a transactional proceeding, which could result in a public hearing.
(Updates with details from BNN Bloomberg interviews starting in the sixth paragraph)
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