Newcap signs agreement with Bell Media to acquire five radio stations in Toronto and Vancouver

Newcap signs agreement with Bell Media to acquire five radio stations in Toronto and Vancouver


DARTMOUTH, NS, Aug. 26, 2013 /CNW/ - Newfoundland Capital Corporation
("NCC" or the "Company") (TSX: NCC.A, NCC.B) and Bell Media (TSX, NYSE:
BCE), are pleased to announce that NCC's wholly-owned subsidiary,
Newcap Inc. ("Newcap"), has entered into an agreement to acquire from
Bell Media Inc. the radio broadcasting licences CHBM-FM (Boom 97.3) and
CFXJ-FM (93.5 Flow) in Toronto, Ontario and CKZZ-FM (Virgin Radio
95.3), CHHR-FM (Shore 104.3 FM), and CISL-AM (AM 650) in Vancouver,
British Columbia, for a price of $112 million plus the assumption of
certain liabilities. The transaction is subject to approval from the
Canadian Radio-television and Telecommunications Commission ("CRTC")
and the Competition Bureau.



President and Chief Executive Officer Rob Steele comments: "The
acquisition of these stations in Canada's two largest radio markets is
a rare opportunity and is a transformational move for Newcap. This
provides an excellent opportunity for us going forward - greatly
expanding our listener base and increasing the size of our business. We
specialize exclusively in radio and all of our focus and expertise is
dedicated to creating successful radio stations which benefits our
employees, listeners and advertising clients."



"Parting with valued and dynamic assets is never easy," said Jacques
Parisien President, National Specialty and Pay TV, Radio, and
Out-of-Home, Bell Media. "However, Newcap's acquisition of CHBM-FM,
CFXJ-FM, CKZZ-FM, CHHR-FM, and CISL-AM is tremendous news for the
stations' employees, listeners, and clients, as well as the Canadian
radio industry. Newcap is a well-respected company and we know that
their strong management team will help these stations grow."



The transaction is structured as an acquisition of shares and will be
paid in cash at closing, subject to certain working capital adjustments
as well as other customary conditions. The acquisition will be financed
with the Company's existing $90 million revolving credit facility along
with a newly committed, non-revolving credit facility of $90 million.
Scotiabank is the lead lender with increased participation from TD Bank
as well as the addition of the Royal Bank of Canada to the Company's
banking syndicate.



For the twelve month period ending May 31, 2013 the stations had
revenues of approximately $40 million. The Company expects the
acquisition to be accretive to earnings per share and the free cash
flow generation from the combined business should allow the Company to
reduce its debt leverage on a timely basis.



Newcap's acquisition of these radio stations is a result of Bell's
acquisition of Astral. Astral and Bell are divesting certain radio
stations to comply with the CRTC's Common Ownership Policy, which
limits the number of stations a company can own in a single market.


About Newfoundland Capital Corporation Limited

Newfoundland Capital Corporation Limited (TSX: NCC.A, NCC.B) is one of
Canada's leading radio broadcasters with 88 licences across Canada. The
Company reaches millions of listeners each week through a variety of
formats and is a recognized industry leader in radio programming, sales
and networking.


About Bell Media

With passion and an unrelenting commitment to excellence, Bell Media
creates content and builds brands that entertain, inform, engage, and
inspire audiences through the platforms of their choice. Bell Media is
Canada's premier multimedia company with leading assets in television,
radio, out-of-home advertising, and digital media. Bell Media owns 30
local television stations led by CTV, Canada's #1 television network;
34 specialty channels, including TSN and RDS, Canada's most-watched
specialty channels in English and French; four pay TV services,
including The Movie Network and Super Écran; and is managing
shareholder of premium pay-per-view service Viewers Choice Canada. Bell
Media is also Canada's largest radio broadcaster, with 107 licensed
radio stations in 55 markets across Canada. Bell Media owns Astral
Out-of-Home, one of Canada's most dynamic and innovative out-of-home
advertising companies. Bell Media also operates more than 200 websites,
delivers TV Everywhere with its innovative GO video streaming services,
including TMN GO and Bravo GO, and owns Dome Productions Inc., a
multi-platform production company. Bell Media is part of BCE Inc. (TSX,
NYSE: BCE), Canada's largest communications company.



This press release contains forward looking statements. These
forward-looking statements are based on current expectations and are
based upon certain assumptions and other factors. The use of
terminology such as "expect", "intend", "anticipate", "believe", "may",
"will", "should", "would", "plan" and other similar terminology relate
to, but are not limited to, our objectives, goals, plans, strategies,
intentions, outlook and estimates. By their very nature, these
statements involve inherent risks and uncertainties, many of which are
beyond the Company's control, which could cause actual results to
differ materially from those expressed in such forward-looking
statements. As a result, there is no guarantee that any forward-looking
statements will materialize and readers are cautioned not to place
undue reliance on these statements. Unless otherwise required by
applicable securities laws, the Company disclaims any intention or
obligation to update or revise any forward-looking statements, whether
as a result of new information, future events or otherwise. In
particular,  forward-looking statements in this press release include,
but are not limited to, statements regarding: expected cash flows and
accretion each of which may be impacted by the ability of the Company
to integrate the new stations into its existing business, future
results being similar to historical results, achievement of synergies
and expectations related to future general economic and market
conditions; growth prospects which may be impacted by each market's
acceptance of programming and expectations related to future general
economic and market conditions; the timing and completion of the
proposed acquisition which may be impacted by regulatory approvals and
risks relating to the satisfaction of the conditions to closing the
transaction; expected deleveraging which may be impacted by future
results of operations and general economic and market conditions; and
final financing arrangements which remain subject to finalizing credit
agreements and fulfillment of customary closing conditions. These
assumptions, risks and uncertainties do not represent a complete list
of factors which may cause events to be materially different than those
expressed or implied by forward-looking statements in this press
release. Other factors are described in documents filed by the Company
with securities regulatory authorities in Canada.


SOURCE NEWFOUNDLAND CAPITAL CORPORATION LIMITED

NEWFOUNDLAND CAPITAL CORPORATION LIMITED

CONTACT: Newcap
REF: Robert G. Steele, President and Chief Executive Officer, Scott G.M. Weatherby, Chief Financial Officer and Corporate Secretary, Newfoundland Capital Corporation Limited, 745 Windmill Road, Dartmouth, Nova Scotia B3B 1C2, Tel: (902) 468-7557, Fax: (902) 468-7558, e-mail: investorrelations@ncc.ca, web: www.ncc.caBell Media
Amy Doary, Bell Media, 416-384-2593, amy.doary@bellmedia.ca


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