Decision CRTC 2001-755
Ottawa, 13 December 2001
Félix Duval, Esquire
Ogilvy Renault S.E.N.C.
Lawyers
1981 McGill College Avenue
Montréal, Quebec
H3A 3C1
Dear Mr. Duval:
Subject: Application number 2001-1394-4 – Approved
Trust arrangement: Authority to amend the trust arrangement for TQS inc.
shares held in trust by Pierre Hébert on behalf of Quebecor inc.
The Commission approves, in part, the application to amend the voting
trust arrangement for all TQS inc. (TQS) shares held by in trust by Pierre
Hébert.
The Commission notes that this amendment will allow Quebecor inc. to
contact the trustee and some TQS management members to obtain the
information required by Quebecor inc. to enable it to accurately provide
the representations and warranties set out in the share purchase
agreement. In this context, the Commission accepts that the trust
arrangement be amended to add the following to the end of provision 8(b)
of the purchase agreement:
"Moreover, notwithstanding any other provision herein, Quebecor
may, before or after signing the share purchase agreement, in its final
version, but before the close of the transaction set out in the share
purchase agreement, occasionally contact the trustee to obtain from the
trustee or director or member of the management of TQS or of its
subsidiaries, any information, whether confidential or not, relating to
TQS business and required by Quebecor to provide it with reasonable
assurance of the accuracy of the representations and warranties contained
in the share purchase agreement. For the purposes of provision 8(b),
Quebecor may also request, through the trustee, that directors and
managers of TQS and its subsidiaries take part in one or several meetings
held by Quebecor, along with the trustee, to answer questions Quebecor may
have
relating solely to the aforementioned. The purpose of provision 8(b) is
not to adversely affect or relieve Quebecor in any way of its obligations
relating to confidentiality and withholding and non disclosure of
confidential information regarding TQS and its subsidiaries contained in
the agreement, in the order or in the share purchase agreement."
A copy of this letter shall be attached to licenses currently in effect
issued to TQS and its subsidiaries.
Yours sincerely,
Ursula Menke
Secretary General
c.c.: Pierre Hébert, Trustee
René Guimond, President, TQS inc.
Date Modified: 2001-12-13
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