Fuego Enterprises, Inc. (FUGI)

[lucky, mydog]

CHUM Limited and Bell Globemedia Announce Take-over Offer for CHUM
Offer Values CHUM at $1.7 Billion - Supported by Controlling Shareholders
and CHUM Board of Directors

TORONTO, July 12 /CNW/ - CHUM Limited (the "Company") and Bell Globemedia
Inc. ("BGM") today announced that BGM, through a corporation owned by its
current and prospective shareholders, has agreed to make an offer to acquire
all of the issued and outstanding common shares ("Common Shares") and
non-voting Class B Shares ("Non-Voting Class B Shares") of the Company at a
cash price of $52.50 per Common Share and $47.25 per Non-Voting Class B Share
(the "Offer"). The cash consideration represents a 50.0% premium over the
10-day weighted average trading price of the Common Shares and a 57.0% premium
over the 10-day weighted average trading price of the Non-Voting Class B
Shares, in each case as of July 11, 2006. The Offer establishes a $1.7 billion
enterprise value for the Company.
CHUM has entered into a support agreement with BGM which provides that,
subject to certain terms and conditions, the Company will support the Offer.
The Estate of Allan Waters and various related entities, which are the
Company's controlling shareholders, have entered into a lock-up agreement with
BGM which provides that, subject to certain terms and conditions, they will
deposit all of their Common Shares and Non-Voting Class B Shares to the Offer.
They own a total of 5,981,015 Common Shares, representing approximately 88.6%
of the outstanding Common Shares, and 2,812,118 Non-Voting Class B Shares,
representing approximately 13.2% of the outstanding Non-Voting Class B Shares.
The Offer is a result of a sale process conducted by Blair Franklin Capital
Partners acting on behalf of the Company's controlling shareholders. BGM was
approached as part of this sale process.
Both the Company's support agreement and the controlling shareholders'
lock-up agreement permit the board of the Company and the controlling
shareholders to accept a superior proposal to the Offer if BGM fails to match
the superior proposal after three business days, subject to payment by the
Company of a $41 million fee to BGM.
A special committee of independent directors, created by the Company's
Board of Directors, and comprising Gordon Craig (Chair), Denise Donlon, Larry
Lamb and Fred Sherratt (the "Special Committee"), has reviewed the Offer in
consultation with its independent legal and financial advisors. In that
regard, the Special Committee has received an opinion from its financial
advisor, CIBC World Markets Inc., that the consideration under the Offer is
fair from a financial point of view to the holders of the Common Shares and
Non-Voting Class B Shares. The Special Committee has unanimously recommended
the Offer to the Company's Board of Directors, and those members of the Board
of Directors entitled to vote unanimously recommend that shareholders tender
their shares to the Offer.
"In Bell Globemedia's offer, we not only found value for shareholders,
but confidence that we would be placing CHUM in the hands of an owner with the
financial resources and track record to continue to grow and build on our
collective legacy," said Jim Waters, Chairman, CHUM Limited.
BGM President and Chief Executive Officer and CEO of CTV Inc. Ivan Fecan
said: "We are able to make this premium offer because Bell Globemedia is
clearly the most logical buyer of CHUM. There is a unique strategic fit to our
operations that can make the united company a stronger national champion in
broadcasting. We intend to maintain and build the valuable CHUM brands and
develop more opportunities for Canadian programming."
"The Waters family has built a remarkable organization and our intention
is to continue their legacy," Mr. Fecan added. "With regulatory approval, we
intend to serve Canadian audiences with both CTV and Citytv stations. We will
maintain separate and independent news divisions in order to ensure a
continued diversity and competition in news coverage. The specialty television
channels of the two companies are complementary and we are excited by the
prospects of adding CHUM's strong radio stations to our services."
"Today's announcement provides for a strong future for the stations,
brands and innovative content that CHUM delivers to audiences from coast to
coast," said Jay Switzer, President and Chief Executive Officer, CHUM Limited.
"CHUM and BGM have historically been complementary - both share a passion for
excellence and each serves Canadians in its own way. Together, we will have
the creative and financial strength to ensure a strong Canadian presence in
the rapidly evolving media landscape."
BGM expects to mail a take-over bid circular shortly. The Offer will be
conditional on, among other things, there having been validly deposited under
the Offer at least two-thirds of the outstanding Common Shares and receipt of
clearance under the Competition Act (Canada). Under the Offer, BGM expects to
take up and pay for any and all tendered Non-Voting Class B Shares, but the
Offer is not subject to any minimum tender condition in relation to such
shares and there are no coat-tail provisions applicable to such shares. If
sufficient shares are tendered to the Offer, BGM has agreed with CHUM to use
commercially reasonable efforts to acquire the remaining shares by way of a
subsequent acquisition transaction at the same price as is available under the
Offer.
Pursuant to a previously announced reorganization of BGM's ownership
which is subject to the receipt of required regulatory approvals, Ontario
Teachers' Pension Plan Board and Torstar Corporation will become shareholders
of BGM along with BCE Inc. and The Woodbridge Company Limited. The Offer will
be made through a corporation owned indirectly by BGM's proposed
reorganization shareholders.
Any Common Shares taken up under the Offer will be placed in the hands of
a trustee pursuant to a voting trust agreement approved by the Canadian
Radio-television and Telecommunications Commission ("CRTC"). Pursuant to this
voting trust agreement, control of the Company will reside with the trustee
pending consideration by the CRTC of BGM's application for approval to control
the Company. BGM expects that the A-Channel and Access Alberta television
stations will be divested which would leave the combined conventional
operations of BGM and CHUM with the same number of over-the-air networks as
the principal competitor in most markets.
Merrill Lynch and TD Securities Inc. are the financial advisors to BGM in
connection with the Offer.

Investor Call
-------------
A conference call with senior management of CHUM Limited for the
investment community has been scheduled for Wednesday, July 12, 2006 at 4pm
ET. This call will be for analysts and investors, however members of the media
are welcome to listen in. The dial in number is 1 416 644 3433. The conference
call will also be available via live audio webcast at
www.chumlimited.com/investors.

About the Company

CHUM Limited (TSX: CHM/CHM.B, www.chumlimited.com), one of Canada's
leading media companies and content providers, owns and operates 33 radio
stations, 12 local television stations and 21 specialty channels, as well as
an environmental music distribution division. Through international format
licenses and program sales, CHUM's original content is seen in over 130
countries worldwide and is distributed across a variety of new media
platforms, including interactive television, mobile and wireless services and
exclusive CHUM-branded Internet properties.

About Bell Globemedia

Bell Globemedia is Canada's premier multi-media company with ownership
interests in CTV Inc. and The Globe and Mail. CTV operates 21 conventional
television stations across Canada and has interests in 17 specialty channels.
Other Bell Globemedia investments include: a 15 percent interest in Maple Leaf
Sports and Entertainment, which owns the Toronto Maple Leafs, Toronto Raptors
and the Air Canada Centre; and a 50 percent interest in Dome Productions, a
North American leader in the provision of mobile high definition production
facilities.

%SEDAR: 00002203EF



For further information: Mary Powers, Vice President, Communication and
Investor Relations, CHUM Limited, [phone], ext. 2511,
[e-mail]; Paul Sparkes, Senior Vice President, Corporate and
Public Affairs, Bell Globemedia Inc., [phone],
[e-mail]

Index of Releases




http://micro.newswire.ca/release.cgi?rkey=1407129549&view=84922-2&Start=0