Toronto, Nov 10: Canadian tabloid newspaper publisher Sun Media has asked its shareholders to wait before deciding whether to accept or reject a hostile takeover bid by rival Torstar Corp.Nearly two weeks after the C$16.60-a-share offer was announced, Sun Media, Canada's second-largest newspaper group, has yet to unearth any competitive offers, but two other publishing concerns, Southam Inc. and Quebecor Inc., have indicated they might be interested.
Torstar, owner of Canada's largest-circulated daily newspaper, the politically correct Toronto Star, hopes shareholders will play Santa Claus and leave two-thirds of Sun Media's shares in its Christmas stocking when its offer expires on December 23.
In its bid circular released on Monday, Torstar reiterated that despite Sun Media's protestations that Torstar was the aggressor in their aborted courtship, talks between the two companies were started by Sun Media. Torstar executives met with Sun Media officials on four occasions. One meeting between WayneParrish, Sun Media's vice-president of corporate development, and John Honderich, Toronto Star Publisher, took place as recently as October 2.
"As a result of these meetings, Torstar concluded that agreement was unlikely to be reached with Sun Media on a transaction between the two companies," Torstar said.
"However, management and the board of directors of Torstar continued to examine the benefits of such a transaction throughout September and October."
On October 28, Torstar launched its hostile offer.
Analysts believe there may still be another bidder.
"I expect another bid. What I believe is there are a lot of potential bidders for some pieces or 100 per cent of the company -- I believe more likely 100 per cent, because it's a public company," said Ben Dube, an industry analyst at C.M. Oliver.
Dube said there is no rush for shareholders to decide on Torstar's offer and added that he is undaunted by the length of time it is taking a white knight to appear.
His money is on Quebecor, which hesaid would fit nicely with Sun Media. Quebecor, whose stock has long been hurt by a holding company discount, could benefit by bundling Sun Media's newspapers with its own and spinning part of the new subsidiary off in an initial public offering, Dube said.
Quebecor did not return calls left over several days.
Sun Media's major institutional shareholders, Talvest Fund Management Inc., Trimark Investment Management Inc. and Ontario Teachers Pension Plan Board, appear to be sitting back to see what the options are before rendering a judgment.
"(Trimark's portfolio managers) are just evaluating the options," said Jade Hemeon, Trimark spokeswoman.
A Teachers spokeswoman said much the same and Sun Media followed the announcement that Torstar was mailing its bid by advising shareholders to wait until the board makes a formal recommendation, which must be given 10 days after the mailing of the bid.
"Your board of directors is reviewing the offer and considering alternatives to the offer with a view tomaking a formal recommendation to our shareholders," Sun Media said in a statement.
Torstar vice-president of finance Robert Steacy said he did not get the impression that the institutions would side with Sun Media management -- the fourth major shareholder in the group -- at all costs.
"We had some frank discussions the major shareholders and I think they went well," Steacy added.
He would not comment on what Torstar would do to combat a potential rival bid. Nor would he say whether the bid, worth roughly C$1.1 billion including assumption of C$400 million in Sun Media debt, was Torstar's final offer.
"I think we have a fair offer and we think it's fully priced," Steacy said.
Little has been said about possible job reductions, but the Toronto Star has a spanking new C$425 million press and the circular indicated that production may be an area where a combined entity could cut costs.
"There will also be an opportunity for efficiency gains in areas such as production, newsprint procurement,distribution and corporate overhead," the circular said.
Many have speculated that the Canadian Competition Bureau may object or kill a union between two strong Toronto publications.
In its statement outlining the mailing of the offer, Torstar said it believes any competition concerns can successfully be ironed out. Steacy confirmed that the company's lawyers have been in contact with the Competition Bureau.
Sun Media's chain of tabloids, famous for their cheeky reporting, right-wing politics and sexy page three "Sunshine Girls", would be an odd bedfellow for the strait-laced Toronto Star.
"Sun Media's four tabloid newspapers -- The Toronto Sun, The Edmonton Sun, The Calgary Sun and The Ottawa Sun -- will form a new division of Torstar. The editorial group responsible for this division will operate independently of Torstar's broadsheet newspapers and each of the Sun newspapers will maintain its unique approach to readers," said Torstar.
"In Toronto, The Sun and The Starwill continue to compete for readers and advertisers. Torstar believes continuing the current business, editorial and market focus of each group is key to building shareholder value in the future."
Copyright © 1998 Indian Express Newspapers (Bombay) Ltd.