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As Of Filer Filing For·On·As Docs:Size Issuer Agent 1/28/04 Press Holdings International Ltd SC 13D 4:488K Sun-Times Media Group Inc Merrill Corp/New/FA Press Acquisition Inc. Sir David Barclay Sir Frederick Barclay |
Document/Exhibit Description Pages Size
1: SC 13D General Statement of Beneficial Ownership HTML 78K
2: EX-1 Underwriting Agreement HTML 14K
3: EX-2 Plan of Acquisition, Reorganization, Arrangement, HTML 275K
Liquidation or Succession
4: EX-3 Articles of Incorporation/Organization or By-Laws HTML 14K
| Press Holdings International Limited | ||
| BY FAX AND OVERNIGHT MAIL | Le Montaigne | |
| 7 Avenue de Grande Bretagne 98000 Monaco (Correspondence address) Tel: + xxx-xx-xx-xx-xx Fax: + xxx-xx-xx-xx-xx |
January 18, 2004
Board of Directors
Hollinger International Inc
401 North Wabash Avenue
Suite 740
Chicago
Illinois 60611
Dear Sirs:
We wish to take this opportunity to inform the Board of Directors (the "Board") of Hollinger International Inc ("Hollinger International") that Press Holdings International Limited ("PHI") has signed an agreement today with The Ravelston Corporation Limited and The Lord Black of Crossharbour, which provides for PHI to make a tender offer for all outstanding common and preferred shares of Hollinger Inc. The tender offer will be fully financed at the time of commencement. Upon completion of the tender offer and second-step acquisition of any shares not tendered, Hollinger Inc will become a privately-owned company.
We are convinced that PHI's acquisition of Hollinger Inc is in the best interests of Hollinger International and its stockholders. We would like to meet with the Board at the earliest possible time, to discuss in detail the benefits to Hollinger International and its stockholders that we believe would result from the transaction and the role we envision for the Board in the process. Aidan Barclay is prepared to meet with you in person, or, if you prefer, to speak by telephone.
Press Holdings International Limited
PHI is the sister company of Press Holdings Limited, itself the holding company for a media group which owns and operates the following newspapers in the UK: The Scotsman Publications, which includes "The Scotsman", "Edinburgh Evenings News", "Scotland on Sunday" and, separately, "The Business" newspaper which is printed and sold throughout the UK and Europe.
Registered office: 22 Grenville Street, St Helier, Jersey, Channel Islands
| Hollinger International Inc Board of Directors January 18, 2004 |
Page 2/4 |
PHI and Press Holdings Limited are both ultimately controlled by Sir David and Sir Frederick Barclay. Aidan Barclay is the Chairman and Chief Executive of Press Holdings Limited.
Privately-owned business activities of Sir David and Sir Frederick Barclay include newspapers (detailed above); hotels – The Ritz, London, and the Mirabeau, Monte Carlo as well as UK retail businesses – Littlewoods Stores, Littlewoods mail order catalogues, Index Catalogue shops and Shop Direct mail order catalogues, and business operations in Japan, Sweden and Ireland. These businesses have combined annual gross revenues of over US$7 billion.
Benefits to Hollinger International and its Stockholders
After careful study and consideration, we are confident the acquisition of Hollinger Inc by PHI will provide immediate and long-term benefits to the stockholders of Hollinger International for a variety of reasons, including:
a) Lord Black's controlling interest in Hollinger International and his associates' and affiliated companies' relationship with Hollinger International and its subsidiaries have brought (and most likely will continue to bring) significant media controversy to Hollinger International. We believe this continued media controversy is significantly harming the public image and stock price of Hollinger International and undermining its credibility in the financial markets. As part of the acquisition, the negative media attention should cease.
b) The purchase of Hollinger Inc by Press Holdings International Limited which is part of a financially strong and well-managed organisation with extensive experience in owning and operating a broad range of industries, including UK newspapers, we believe will have a substantial benefit on the stock price of Hollinger International as it will bring credibility to the company and enable it to renegotiate its financial borrowings on improved terms.
We have carefully considered the potential impact that the acquisition could have on the financial position and liquidity of Hollinger International and its subsidiaries and, in particular, the impact of a change of control on Hollinger International's and its subsidiaries' debt instruments. We are prepared to work constructively with the Board and its senior management to ensure that Hollinger International will continue to have
Registered office: 22 Grenville Street, St Helier, Jersey, Channel Islands
| Hollinger International Inc Board of Directors January 18, 2004 |
Page 3/4 |
sufficient financing in place after the acquisition to enable Hollinger International to continue to operate and grow its businesses.
Our intentions are well meaning and constructive and we have no wish to interfere with the review that Lazard LLC has been instructed to undertake at the direction of the Board as well as the Special Committee work that is currently being undertaken. We should mention that we have had a longstanding business relationship with Lazards spanning some 20 years.
After completion of the acquisition, we will arrange the payment to Hollinger International of amounts acknowledged by Hollinger Inc to be owed to Hollinger International, subject to confirmation that these amounts are due.
We would be prepared to explore the possibilities, with the approval of the Board, of commercial opportunities that exist to increase shareholder value for all Hollinger International stockholders. In particular these would include substantial synergies between the existing Hollinger publications and ours in the UK.
We have established a level of trust and confidence in our ongoing negotiations with Lord Black to ensure a timely and successful transaction for all parties involved. We believe that our acquisition of Hollinger Inc is the only viable alternative that brings to a positive conclusion the existing relationships among Lord Black and his associates and affiliated companies, on the one hand, and Hollinger Inc and Hollinger International and their respective subsidiaries, on the other hand. In addition, our acquisition of Hollinger Inc removes the uncertainty in the financial markets regarding the financial health and viability of Hollinger International.
It is clear to us that our acquisition of Hollinger Inc is the best way to start the process of improving stockholder value at Hollinger International.
Registered office: 22 Grenville Street, St Helier, Jersey, Channel Islands
| Hollinger International Inc Board of Directors January 18, 2004 |
Page 4/4 |
We look forward to hearing from you at your earliest convenience, so that we can begin discussing how to realise the benefits of our acquisition of Hollinger Inc for all parties involved.
| Yours faithfully |
/s/ David Barclay Sir David Barclay On behalf of Press Holdings International Limited |
Registered office: 22 Grenville Street, St Helier, Jersey, Channel Islands
| This ‘SC 13D’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 1/28/04 | 3, F-X, SC 13D, SC14D1F | ||
| 1/18/04 | 3 | |||
| List all Filings | ||||