Yellow Media Announces Proposed Nominees to New Board of Directors
MONTREAL, Aug. 31, 2012 /CNW Telbec/ – Yellow Media Inc. (TSX: YLO)
announces today the nominees that are proposed to be elected as part of
its previously announced plan of arrangement and recapitalization. The
following individuals will be appointed to the new Board of Directors
of the company upon the plan of arrangement and recapitalization
becoming effective, which is expected to occur by September 30, 2012,
and will succeed to the current Board of Directors of the company:
Craig Forman Robert MacLellan Kalpana Raina David Lazzarato Martin Nisenholtz Michael G. Sifton David G. Leith Judith A. McHale Marc P. Tellier
As previously disclosed by the company in a press release dated July 23,
2012 and its management proxy circular dated July 30, 2012, the
proposed nominee directors were selected as part of an extensive
process completed by the Search Committee. Among the proposed nominee directors, Craig Forman, David G. Leith,
Martin Nisenholtz and Marc P. Tellier are members of the company’s
current Board of Directors, and David Lazzarato, Robert MacLellan,
Judith A. McHale, Kalpana Raina and Michael G. Sifton would be serving
as directors of the company for the first time.
Additional information with respect to the proposed members of the new
Board of Directors may be found on the attached Schedule “A” to this
press release. Except as disclosed therein, none of the proposed
nominee directors hold shares or other securities of Yellow Media Inc.
This press release is incorporated by reference in, and should be read
together with, the company’s management proxy circular dated July 30,
Meetings of Debtholders and Shareholders
Yellow Media also wishes to remind its debtholders and shareholders that
meetings will be held at the Palais des congrÃ¨s, 1001 Place
Jean-Paul-Riopelle, Room 510, Montreal, QuÃ©bec, H2Z 1H5, on September
6, 2012 for purposes of voting on the proposed recapitalization.
Debtholders and shareholders are urged to give serious attention to the
recapitalization. It is extremely important for Yellow Media’s future
that the recapitalization be approved and implemented without delay and
the company recommends that debtholders and shareholders vote in favour
of the recapitalization. Proxies must be received no later than 4:00
p.m. (Montreal time) on September 5, 2012.
Debtholders and shareholders should now have received, either directly
from Yellow Media or through their intermediary, a copy of the
management proxy circular dated July 30, 2012 with respect to the
A Questions & Answers document specific to the recapitalization is also available on the
If you have any questions or need assistance completing your proxy or
voting instruction form, please call Kingsdale Shareholder Services
Inc. at 1-800-749-9197 or email email@example.com.
About Yellow Media Inc.
Yellow Media Inc. (TSX: YLO) is a leading media and marketing solutions
company in Canada. The company owns and operates some of Canada’s
leading properties and publications including Yellow Pages(TM) print
directories, YellowPages.ca(TM), Canada411.ca and RedFlagDeals.com(TM). Its
online destinations reach approximately 8 million unique visitors
monthly and its mobile applications for finding local businesses and
deals have been downloaded more than 4 million times. Yellow Media Inc.
is also a leader in national digital advertising through Mediative, a
digital advertising and marketing solutions provider to national
agencies and advertisers. For more information, visit www.ypg.com.
Caution Concerning Forward-Looking Statements
This press release contains forward-looking statements about the
objectives, strategies, financial conditions, results of operations and
businesses of the company. These statements are forward-looking as they
are based on our current expectations, as at August 31, 2012, about our
business and the markets we operate in, and on various estimates and
assumptions. Our actual results could materially differ from our
expectations if known or unknown risks affect our business, or if our
estimates or assumptions turn out to be inaccurate. As a result, there
is no assurance that any forward-looking statements will materialize.
Risks that could cause our results to differ materially from our
current expectations are discussed in section 7 of our August 9, 2012
Management’s Discussion and Analysis. We disclaim any intention or
obligation to update any forward-looking statements, except as required
by law, even if new information becomes available, as a result of
future events or for any other reason. The implementation of the
recapitalization is subject to a number of conditions provided in the
plan of arrangement under the Canada Business Corporations Act,
including, without limitation, court and any required regulatory
approvals (including stock exchange approvals). The implementation of
the recapitalization is also subject to a number of other risks and
uncertainties, including, without limitation, those described in the
section “Risk Factors” of the company’s management proxy circular dated
July 30, 2012 prepared in connection with the Meetings. Accordingly,
there can be no assurance that the recapitalization will occur. The
recapitalization could be modified, restructured or terminated.
Proposed Nominee Directors
California, United States
Craig Forman joined the Board of Directors of Yellow Media in January
2012. He has been Executive Chairman of the Board of Appia, Inc. since
August 2011 after serving as Executive Chairman of WHERE, Inc. during
2010 and 2011, a location-based media company which was acquired by
eBay. Previously, from 2006 to 2009, he served as Executive Vice
President and President, Access and Audience and Chief Product Officer
at EarthLink, Inc., an Atlanta-based Internet services provider. Mr.
Forman is a technology executive with over 20 years of experience in
the internet, media and communications industries. He has served as a
senior executive at Yahoo! Inc., Time Warner Inc. and Dow Jones & Co.
Mr. Forman has an undergraduate degree from the Woodrow Wilson School of
Public and International Affairs of Princeton University and a Master’s
degree in law from Yale Law School.
David Lazzarato is a media/broadcast industry consultant who assists
companies in the areas of strategy development, mergers and
acquisitions and financing. He is the former Chief Executive Officer
and Director of Craig Wireless Systems. Prior to joining Craig Wireless
Systems, Mr. Lazzarato served as Executive Vice President and Chief
Financial Officer of Alliance Atlantis Communications Inc. and Chairman
of Motion Picture Distribution from 2005 to 2007. From 1999 to 2004,
Mr. Lazzarato served as Executive Vice President and Chief Financial
Officer of MTS Allstream Inc. (formerly, AT&T Canada Inc.). Prior to
1999, Mr. Lazzarato held various other senior management positions at
BCE Mobile Communications Inc. (Bell Mobility), BCE Inc., CAE
Electronics Ltd. and CAE Inc. At an earlier stage of his career, Mr.
Lazzarato worked for a predecessor to the accounting firm of KPMG in
Canada and the United States.
Mr. Lazzarato received the ICD.D certification from the Institute of
Corporate Directors in 2008 and a FCA designation from the Ontario
Institute of Chartered Accountants in 2006. He has also completed the
Senior Executives Program at the Massachusetts Institute of Technology.
Mr. Lazzarato is Vice-Chair of each of the McMaster University Board of
Governors, the Council of Chairs of Ontario Universities and the
Trillium Health Center Foundation and is a Director of LED Roadway
Lighting. Mr. Lazzarato earned a Bachelor of Commerce degree from
David G. Leith
David G. Leith joined the Board of Directors of Yellow Media in February
2012. He is Chair of Manitoba Telecom Services Inc. and certain of its
subsidiaries. Prior to this, Mr. Leith acquired over 25 years of
equity, debt, government finance and mergers and acquisition experience
with CIBC World Markets and its predecessors and last served until
February 2009 as Deputy Chairman of CIBC World Markets and Managing
Director and Head of CIBC World Markets’ Investment, Corporate and
Merchant Banking activities.
Mr. Leith is a member of the Economic Advisory Panel of the Government
of Ontario and a director of Bridgepoint Health Foundation. Mr. Leith
holds a Bachelor of Arts degree from the University of Toronto and a
Master of Arts degree from Cambridge University.
Robert MacLellan is the non-executive Chairman of Northleaf Capital
Partners, Canada’s leading independent global private equity and
infrastructure fund manager and advisor; a position he has held since
November 2009. From 2003 to November 2009, Mr. MacLellan served as
Chief Investment Officer of TD Bank Financial Group where he was
responsible for overseeing the management of investments for The
Toronto-Dominion Bank, its Employee Pension Fund, TD Mutual Funds, and
TD Capital Group. Earlier in his career, Mr. MacLellan acted as
Managing Director of Lancaster Financial Holdings and as Vice President
and Director, McLeod Young Weir Limited (Scotia McLeod), including as a
member of the Corporate Finance Department responsible for a large
number of corporate underwritings and financial advisory assignments.
Mr. MacLellan holds an M.B.A. from Harvard University, a Bachelor of
Commerce from Carleton University and is a Chartered Accountant. Mr.
MacLellan has been an independent director of Price Group (T. Rowe
Price) since 2010 and serves on the Executive Compensation Committee
and the Audit Committee. Mr. MacLellan’s directorships also include
Right To Play. In 2008, he was named one of Canada’s most influential
investment executives by Globe Investor.
Judith A. McHale
New York, United States
Judith A. McHale is the President and Chief Executive Officer of Cane
Investments, LLC, a private investment company focused on providing
early stage capital and strategic advice and assistance to start-up
companies around the world. Prior to her current position, Ms. McHale
was appointed in 2009 as the Under Secretary of State for Public
Diplomacy and Public Affairs in President Barack Obama’s
Administration, where she acted as a senior officer in the Department
of State and a principal advisor to Secretary of State Hillary Clinton
until 2011. Ms. McHale served at Discovery Communications, the parent
company of the Discovery Channel, from 1995 to 2006, including as
President and Chief Executive Officer from 2004 to 2006, Chief
Operating Officer from 1995 to 2004 and Executive Vice President and
General Counsel from 1989 to 1995. Prior to that, Ms. McHale served as
General Counsel for MTV Networks, overseeing legal affairs for MTV,
Nickelodeon and VH-1.
Ms. McHale serves on the Board of Directors of Ralph Lauren Corp. She
has also served on the Boards of Directors of John Hancock Financial
Services Corp, Potomac Power and Electric Company (PEPCO), Host Hotels
and Resorts, Inc. and Digital Globe, Inc. Ms. McHale is a graduate of
the University of Nottingham (UK) and Fordham University Law School
(New York), and has received honorary degrees from the University of
Maryland, American University, the University of Miami and Colby
New York, United States
Martin Nisenholtz joined the Board of Directors of Yellow Media in May
2006. He retired in 2011 from The New York Times Company where he had
served since February 2005 as Senior Vice President, Digital Operations
and was responsible for the strategy development, operations and
management of its digital properties, including About.com. Prior to
that, and since 1999, Mr. Nisenholtz was Chief Executive Officer of New
York Times Digital. In June 2001, Mr. Nisenholtz founded the Online
Publishers Association (OPA), an industry trade organization that
represents the interests of high-quality online publishers.
Mr. Nisenholtz currently serves on the Board of Directors of Exelate, a
Data and Analytics company and Sulia, a Personal Expert Network
company. He is also an Advisory Board member of Carmel Ventures and a
member of the Audit Committee of the Ad Council. Mr. Nisenholtz is an
Adjunct Professor at the Columbia Journalism School and holds a
Bachelor in Psychology degree from the University of Pennsylvania and a
graduate degree from the University of Pennsylvania Annenberg School of
As of August 31, 2012, Mr. Nisenholtz held 50,174 common shares of
Yellow Media Inc.
New York, United States
Kalpana Raina was formerly with The Bank of New York (the “Bank”), where
she served as Executive Vice President until 2007. Ms. Raina’s client
portfolio while at the Bank included clients in the Media and
Telecommunications industry, Healthcare, Retailing, and Hotels and
Leisure. Throughout her tenure, she served on numerous committees
including the Bank’s Credit and Risk and Planning committees. In 2005,
Ms. Raina moved to London to run the Bank’s offices in France, Spain,
Italy, Belgium and Germany.
Ms. Raina currently serves on the Board of Directors, the Audit
Committee and is Chair of the Nominating and Corporate Governance
Committee of RealNetworks, Inc., an internet media company, and on the
Board of Directors of John Wiley & Sons, Inc., a provider of content
and content-enabled digital services to customers worldwide. She also
is on the Board of Information Services Group, a leading technology
insights, market intelligence and advisory services company.
Previously, she was on the Board of Directors of the Center for
Communications in New York, an independent media forum created to
foster dialog between media companies and educational institutions. She
has spoken on finance and been a panelist at key industry events
globally. She has a Master’s degree in English Literature from McMaster
University and undergraduate and graduate degrees from Panjab
Michael G. Sifton
Michael G. Sifton is a Managing Partner at Beringer Capital. He has
spent his life around the media business, with over 20 years of direct
experience in the Canadian newspaper industry. Prior to joining
Beringer, he was President and Chief Executive Office of Sun Media,
Canada’s largest newspaper publisher by household penetration and
reach. At Sun Media, he ensured the smooth integration of Osprey Media
which had been acquired by Sun Media in 2007. Mr. Sifton led the
formation of Osprey Media Group in 2001 and, with investments from
Ontario Teachers’ Pension Plan and Scotia Merchant Capital, acquired 29
Ontario daily and non-daily newspapers from Hollinger Canadian
Newspapers. Osprey was taken public in 2004 as Osprey Media Income
Fund. Prior to forming Osprey, Mr. Sifton was President of Hollinger
Canadian Newspapers L.P. and President and Chief Executive Officer of
family-owned Armadale Communications.
Mr. Sifton is a former Chairman of The Canadian Press and a former
Director of the Canadian Newspaper Association and the Newspaper
Audience Databank. Mr. Sifton is the Chairman of the Board of Governors
of St. Andrew’s College in Aurora, Ontario and holds a Bachelor of
Commerce (Honours) from Queen’s University.
Marc P. Tellier
Marc P. Tellier is a current member of Yellow Media’s Board of
Directors. He has been President and Chief Executive Officer of Yellow
Media and its predecessors since October 2001. Prior to joining Yellow
Media, Mr. Tellier was an officer of Bell Canada, a communications
company and served as Senior Vice President — Partnership Development.
Mr. Tellier also served as President and Chief Executive Officer of
Sympatico Lycos Inc., a web communications and media company.
Mr. Tellier is a year 2000 alumnus of Canada’s Top 40 under 40(TM). Mr.
Tellier serves on the Board of Directors of the Local Search
Association. Mr. Tellier holds a Bachelor of Economics degree from the
University of Ottawa.
As of August 31, 2012, Mr. Tellier held 612,022 common shares of Yellow
SOURCE Yellow Media Inc.