Date Closed

August 15, 2007

Lead Office

Toronto

Value

2.30 Billion CAD

On January 10, 2007, CanWest Global Communications Corp. (“CanWest”) and GS Capital Partners (“GS”), a private equity affiliate of Goldman, Sachs & Co., announced that a new acquisition company entered into a definitive agreement with Alliance Atlantis Communications Inc. to acquire all of its outstanding Class A voting and Class B non-voting shares at a purchase price of C$53.00 per share in cash for an aggregate price of approximately C$2.3 billion. The  transaction is significant, in that it involved simultaneous acquisitions of two public vehicles followed by a reorganization and split-up effected on a tax-efficient basis under Canadian “bump” rules. The parties successfully obtained a “comfort letter” from the Department of Finance (Canada), wherein it agreed to recommend the bump rules in the Income Tax Act (Canada) be amended to address a technical anomaly.  The transaction closed on August 15, 2007.

Alliance Atlantis is a leading broadcaster, creator and distributor of filmed entertainment content including operating 13 specialty channels, co-owning the highly successful CSI franchise with CBS and distributing motion pictures in Canada, the UK and Spain.

McCarthy Tétrault LLP advised GS Capital Partners with a team led by Garth Girvan.