Canadian Radio-television and Telecommunications Commission
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Broadcasting Decision CRTC 2012-419

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Route reference: 2012-300

Ottawa, 1 August 2012

GlassBOX Television Inc. and 8182493 Canada Inc., partners in a general partnership carrying on business as Blue Ant Media Partnership
Across Canada

Application 2012-0558-4, received 8 May 2012
Public hearing in the National Capital Region
18 July 2012

AUX TV, BITE Television, CURV TV, GlassBOX Créneau musical : musiques émergentes, GlassBOX Horror, GlassBOX News, GlassBOX Système, travel + escape and TREK TV – Acquisition of assets (Corporate reorganization)

1.    The Commission approves the application by GlassBOX Television Inc. (GlassBOX) and 8182493 Canada Inc. (8182493), partners in a general partnership carrying on business as Blue Ant Media Partnership (the Partnership), for authority to acquire, as part of a corporate reorganization, the assets of the broadcasting undertakings held by GlassBOX and 7506465 Canada Inc. (7506465). The applicant also requested new broadcasting licences to continue the operation of the undertakings under the same terms and conditions as those in effect under the current licences. The Commission did not receive any interventions regarding this application.

2.    GlassBOX is the licensee of the specialty Category B services BITE Television and AUX TV, as well as five others that are not yet in operation, namely CURV TV, GlassBOX Créneau musical : musiques émergentes, GlassBOX Horror, GlassBOX News and GlassBOX Système. GlassBOX is also the licensee of TREK TV, a specialty Category C service that is not yet in operation. Finally, 7506465, a wholly owned subsidiary of GlassBOX, is the licensee of the specialty Category A service travel + escape.

3.    GlassBOX, the managing partner holding 99.99% of the voting interest in the Partnership, is wholly owned by Blue Ant Media Inc., a corporation controlled by Mr. Michael MacMillan.

4.    8182493, the other partner holding the remaining 0.01% of the voting interest in the Partnership, is wholly owned by Blue Ant Media Inc.

5.    As a result of the proposed transaction, the effective control of the above-noted undertakings will continue to be exercised by Mr. MacMillan.

6.    Following completion of the transaction, GlassBOX Television Inc. and 8182493 Canada Inc., partners in a general partnership carrying on business as Blue Ant Media Partnership, will become the licensees of the above-noted undertakings.

7.    Upon surrender of the current licences issued to GlassBOX Television Inc. and 7506465 Canada Inc., the Commission will issue new licences to GlassBOX Television Inc. and 8182493 Canada Inc., partners in a general partnership carrying on business as Blue Ant Media Partnership, under the same terms and conditions as those in effect under the current licences. With respect to the undertakings not yet in operation, the Commission will issue broadcasting licences to GlassBOX Television Inc. and 8182493 Canada Inc., partners in a general partnership carrying on business as Blue Ant Media Partnership, once the requirements for the issuance of the licences set out in the decisions authorizing these service have been met.

8.    The Commission notes that following the creation of the Partnership, 7506465 intends to amalgamate with GlassBOX.

9.    With respect to the final step to be completed following the closing of the transaction as described above, the Commission directs the applicant to file an executed copy of the certificate and articles of amalgamation within 30 days of the closing of the transaction.

10.Finally, the Commission requires 8182493 to file, within 12 months of the date of this decision, a copy of its amended and executed by-laws demonstrating that it is in compliance with the Direction to the CRTC (Ineligibility of non-Canadians) at all times.

Secretary General

*This decision is to be appended to each licence.