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46 COGECO CABLE INC. 2006 Notes to Consolidated Financial Statements
The preliminary allocation of the purchase price of the acquisition is as follows:
(amounts are in thousands of dollars) $
CONSIDERATION
PAID
ESTIMATED SHARE PURCHASE PRICE 304,188
SECURED LENDERS DEBT AND CERTAIN SPECIFIED CABOVISÃO LIABILITIES 274,761
ACQUISITION COSTS 4,193
583,142
AMOUNTS OUTSTANDING
PRELIMINARY WORKING CAPITAL ADJUSTMENT 2,432
585,574
NET ASSETS ACQUIRED
CASH AND CASH EQUIVALENTS 5,711
RESTRICTED CASH 489
ACCOUNTS RECEIVABLE 16,570
PREPAID EXPENSES 1,324
FIXED ASSETS 287,652
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES ASSUMED (65,282)
OTHER SPECIFIED CABOVISÃO LIABILITIES ASSUMED (91,914)
154,550
EXCESS OF CONSIDERATION OVER NET ASSETS ACQUIRED 431,024
PRELIMINARY ALLOCATION OF EXCESS OF CONSIDERATION OVER NET ASSETS ACQUIRED
PRELIMINARY GOODWILL 431,024
In order to fi nance the cash component of the transaction, the Term Facility and the operating line of credit of the Corporation
were restructured by an amended and restated credit agreement (see note 10 a)).
2. BUSINESS ACQUISITION
ACQUISITION OF CABOVISÃO – TELEVISÃO POR CABO, S.A.
On June 2, 2006, the Corporation entered into an agreement with Cable Satisfaction International Inc. (“CSII”), Catalyst
Fund Limited Partnership I and Cabovisão — Televisão por Cabo, S.A. (“Cabovisão”), to purchase, for a total consideration
of €465.7 million, all the shares of the second largest cable telecommunications company in Portugal, an indirect
wholly-owned subsidiary of CSII. The price includes the purchase of senior debt and reimbursement of certain other
Cabovisão liabilities. The acquisition was completed on August 1, 2006. The final purchase price will be determined
following completion of a post-closing working capital adjustment. The Corporation is assuming a €20 million working
capital defi ciency of Cabovisão.
The acquisition was accounted for using the purchase method. The results of Cabovisão have been consolidated as of the
acquisition date.