Bell Media Inc. agreed to acquire Outdoor Systems Americas ULC from OUTFRONT Media Inc. (NYSE:OUT) for CAD 410 million on October 22, 2023. The purchase price is subject to adjustments at working capital, cash, indebtedness, capital expenditures and transaction expenses the potential sale of the Canadian joint venture in which a subsidiary of Outdoor Systems Americas ULC holds an equity interest (the ?JV?) to the JV partner holding the remaining equity interest in the JV, instead of the Buyer; and holdback to be released at or following the Closing, in whole or in part, if certain third party contracts are renewed or extended on certain terms. In addition, the Share Purchase Agreement may be terminated under certain circumstances, including (i) by mutual written agreement of the Buyer and the Selling Subsidiaries; (ii) by either the Buyer or the Selling Subsidiaries if the Closing does not occur by July 22, 2024, with extensions by the Buyer or the Selling Subsidiaries under certain conditions until no later than October 22, 2024. If the Antitrust Approval is not received by the Outside Date and the principal cause of such failure is not a failure of the Selling Subsidiaries or its subsidiaries to perform any of their obligations under the Share Purchase Agreement, the Buyer will pay a termination fee to the Selling Subsidiaries in the amount of CAD 20 million. The transaction is subject to regulatory approval and other closing conditions and expected to close in 2024. As per filing on February 22, 2024 The consummation of the Transaction is expected to occur in the first half of 2024.

Solomon Partners, L.P. acted as a financial advisor to OUTFRONT Media Inc. and Robert I. Townsend, O. Keith Hallam and Sanjay Murti of Cravath, Swaine & Moore LLP and Franziska Ruf of Davies, Ward, Phillips & Vineberg LLP, acted as a legal advisor to OUTFRONT Media Inc. National Bank Financial Inc. acted as a financial advisor to Bell Media and Brian A. Facey and Shlomi Feiner of Blake, Cassels & Graydon LLP acted as a legal advisor to Bell Media.