RegAlert2005-11-15
Added · Updated
SEC Division of Corporation Finance no-action letter: CanWest Media Inc.
The Staff of the Division of Corporation Finance agrees that New CMI may rely on the prior reporting history of Old CMI to meet eligibility requirements for Forms F-2, F-3, and F-4 following their amalgamation. New CMI is recognized as a successor issuer under Rule 414, allowing it to file post-effective amendments to Old CMI's effective Form F-3 registration statement without re-registration. Additionally, the Staff concurs that Old CMI's prior activities may be considered in determining New CMI's compliance with the current public information requirements of Rule 144(c)(1).
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Securities and Exchange Commission
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Washington, D.C. 20549
Attention: Paul M. Dudek, Esq.
Chief, Office of International Corporate Finance Division of Corporation Finance Mail Stop 03-02 THOMAS J MOLONEY EOWARO 0 KLEINBARO JONATHAN l BLIC<MAN WlLLlIM F GORIN MlCHAEL L RYAN ROBERT P OIWS "IRON I REICH RICHIRO 5 LINCER JIlME L. EL KOURI STEVEN G HOROWITI INOREA G POOOLSKI STEVEN M LOEB DANIEL 5 STERNBERE OONALOA STERN July 2 1,2005 roll NEIL O WHORISKEI JORGEU JUINTORENI MICHAEL 0 WEINBERGER OAVlO LElNWANO JEFFREY A IOSENTHIL ETHAN A KLINESBERG MlCHAEL 0 OAYIN CARMINE 0 BOCCUlll JR JEFFRETO KAIPF KIMBERLY BROWN OLICKLOW ROBERT J RATMONO OAVlO I GOTTLEB SUNG K KANG JENNjFER L <ROMAN SANDRA L FLOW FRINCISCO L CESTERO DANA G FLE1SCHMAN FRINCESCA UVlN SANG JIN HAN WILLIAM L MCRAE JISONFACTOI "..IOT*. .I"."L". OIVlO E WEDJOSHUA H RAWSON OEOORAH E KUITIDERG PENELOPE L CHRISTOPHOROU Re: Succession-Related Issues Arising Out of the Amalgamation of Can West Media Inc. and 38 15668 Canada Inc. Dear Mr. Dudek:
We are writing on behalf of CanWest Media Inc., a Canadian corporation ("New CMI"), to request advice of the staff of the Division of Corporation Finance (the "Staff') of the Securities and Exchange Commission (the "Commission") with respect to a number of succession-related issues under the Securities Act of 1933, as amended (the "Securities Act"), and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), arising out of the November 18,2004 amalgamation of CanWest Media Inc., a Canadian corporation ("Old CMI"), with its immediate parent, 381 5668 Canada Inc., a Canadian corporation ("Intermediate HoldCo"), to form New CMI, which is also named CanWest Media Inc. New CMI is a direct wholly-owned subsidiary of CanWest Global Communications Corp. ("CanWest"), a Canadian corporation with shares listed on the New York Stock Exchange and the Toronto Stock Exchange. [New York #I380068 v4]
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