Cogeco Cable Inc. to Acquire PEER 1 Network Enterprises, Inc.

Cogeco Cable Inc. to Acquire PEER 1 Network Enterprises, Inc. 
MONTREAL, CANADA and VANCOUVER, CANADA -- (Marketwire) -- 12/21/12 --
Cogeco Cable Inc. ("Cogeco Cable") (TSX:CCA) and PEER 1 Network
Enterprises, Inc. ("PEER 1") (TSX:PIX)  


 
--  Cogeco Cable to Offer $3.85 in cash consideration per share 
--  Acquisition increases scale and reach of Cogeco Cable's IT hosting
    business 
--  Enhances Cogeco Cable's data centre capabilities in key strategic growth
    areas including managed hosting, dedicated hosting, cloud services and
    co-location 
--  Positions Cogeco Cable to provide an expanded suite of network and
    hosting services particularly to small and medium sized businesses 
--  Addition of world class infrastructure including 19 data centres and 21
    points-of-presence throughout North America and Europe 
--  Transaction fully supported by the Board of Directors of PEER 1 
--  Lock-up agreements representing in aggregate 62% of PEER 1's fully
    diluted shares outstanding in support of the transaction 
--  Mailing of Circulars on or about December 24th with an expiry date of on
    or about January 29, 2013 

 
Cogeco Cable Inc. ("Cogeco Cable") (TSX:CCA) and PEER 1 Network
Enterprises, Inc. ("PEER 1") (TSX:PIX) announced today that they have
entered into an agreement ("Support Agreement"), pursuant to which
Cogeco Cable has agreed to acquire all of the issued and outstanding
shares of PEER 1 by way of takeover bid (the "Offer"). PEER 1
shareholders will receive $3.85 in cash per share valuing PEER 1's
equity at approximately $526 million on a fully diluted basis and its
enterprise value at approximately $635 million. The Offer represents
a premium of 32.1% to PEER 1's 20 day volume weighted average share
price. Cogeco Cable has entered into lock-up agreements with the
board of directors, certain key management, and certain key
shareholders of PEER 1 representing in aggregate approximately 62% of
the fully diluted shares outstanding to tender their shares to the
Offer. 
PEER 1 is one of the world's leading internet infrastructure
providers, specializing in managed hosting, dedicated servers, cloud
services and colocation. The acquisition of PEER 1 and combining it
with Cogeco Cable's existing data centre capabilities, will increase
the scale and scope by adding the capability to service an additional
10,000 businesses worldwide through 19 data centres and 21
points-of-presence across North America and Europe. PEER 1's primary
network centre and headquarters are located in Vancouver, Canada.  
"Data centre services are a key strategic focus for Cogeco Cable, and
this acquisition is consistent with Cogeco Cable's commitment to grow
its presence in the sector. This acquisition enhances the company's
ability to provide complex co-location and managed data centre
services to our customers. There are significant opportunities for
growth including increasing Cogeco Cable's penetration of the small
and medium-sized business segment, gaining market share in the
enterprise services market and maximizing the potential of current
services offered" said Louis Audet, President and CEO of Cogeco
Cable. 
"Cogeco Cable is a well positioned telecommunications company in
Canada and its commitment to invest growth capital in the internet
infrastructure business, and demonstrated success in serving the
technology needs of enterprises makes it an ideal match for PEER 1,"
said Fabio Banducci, President and CEO of PEER 1. "Both of our
companies strive for exceptional customer service and technological
excellence. Cogeco Cable's Offer is attractive to our shareholders
and recognizes the value and potential of our company, management and
employees."  
"PEER 1 is a leading business and technology service company with
talented and committed employees and long-term customer
relationships," said Louis Audet, President and CEO of Cogeco Cable.
"It further underscores our ongoing commitment to support our
customers as they expand their businesses locally and globally. We
warmly welcome PEER 1 professionals and believe that our combined
businesses will provide new and larger growth opportunities for all
our employees and customers." 
The Board of Directors of PEER 1 has received an opinion from RBC
Capital Markets that, based upon and subject to the assumptions,
limitations, and qualifications in such opinion, the consideration to
be received under the Offer is fair, from a financial point of view,
to PEER 1's shareholders. The Board of Directors of PEER 1, after
receiving the unanimous recommendation of a special committee of the
Board of Directors formed to consider the Offer, has unanimously
approved entering into the Support Agreement and unanimously
recommends that PEER 1 shareholders tender their shares pursuant to
the Offer.  
The Support Agreement is subject to customary non-solicitation
provisions, subject to PEER 1's right to consider and accept superior
proposals. In the event of a superior proposal, Cogeco Cable will
have a five day right to match the superior proposal. If the
transaction is not completed as a result of PEER 1 accepting a
superior proposal or in other specified circumstances, a termination
fee equal to $18.5 million will be paid to Cogeco Cable.  
A take-over bid circular containing the full details of the Offer and
other related documents will be filed and mailed to PEER 1
shareholders on or about December 24, 2012. The Offer is conditional
on the tendering of at least 66 2/3% of the issued and outstanding
PEER 1 shares to the Offer, the receipt of regulatory approvals and
the satisfaction or waiver of other customary conditions. The Offer
will be open for acceptance for a period of not less than 35 days and
is not conditional on financing. Cogeco Cable is financing the
transaction through available resources, including a new acquisition
facility provided by National Bank of Canada. 
The Board of Directors of PEER 1 has agreed that its Directors'
Circular recommending the Offer will be mailed to shareholders at the
same time or as soon as reasonably practicable after the mailing of
the Cogeco Cable take-over bid circular. 
National Bank Financial lnc. acted as financial adviser and McCarthy
Tetrault LLP acted as legal adviser to Cogeco Cable in connection
with the transaction and Stikeman Elliott LLP acted as legal adviser
to Cogeco Cable in connection with the acquisition financing.
National Bank of Canada has underwritten the acquisition financing
with Norton Rose Canada LLP acting as legal adviser. In addition,
Cheverny Capital Inc. provided certain additional financial advice in
the context of the transaction. The Special Committee of PEER 1 was
advised by RBC Capital Markets and Torys LLP acted as legal adviser. 
Cogeco Cable has retained Kingsdale Shareholder Services Inc.
("Kingsdale") to act as its solicitation agent in connection with the
Offer. PEER 1 shareholders with questions about the process to submit
their certificates or to tender to the Offer may contact the
Information Agent, Kingsdale Shareholder Services Inc. toll-free at 1
866-581-0507. Outside of North America, please dial +1 416-867-2272,
or email contactus@kingsdaleshareholder.com. 
Conference Call Details 
Cogeco Cable will host a conference call for investors and analysts
to discuss the transaction:  
Friday, December 21, 2012 at 8:30 a.m. (Eastern Standard Time) 
Media representatives may attend as listeners only. 
Please use the following dial-in number to have access to the
conference call by dialing five minutes before the start of the
conference: 
Canada/USA Access Number: 1 866-322-2356  
International Access Number: + 1 416-640-3405  
Confirmation Code: 4920589  
The presentation is available on our website at www.cogeco.ca/press
room/events 
ABOUT COGECO CABLE 
Cogeco Cable (www.cogeco.ca) is a telecommunications corporation and
is the second largest hybrid fibre coaxial cable operator in Ontario
and Quebec. Through its two-way broadband cable networks, Cogeco
Cable provides its residential customers with Analogue and Digital
Television, High Speed Internet ("HSI") and Telephony services.
Cogeco Cable is also present in the United States through its
subsidiary, Atlantic Broadband, whose head office is located in
Quincy, Massachusetts. Atlantic Broadband is ranked the 12th largest
cable television system operator in the United States and, serves the
following areas: Western Pennsylvania, Southern Florida, Maryland,
Delaware and South Carolina. Cogeco Cable provides as well to its
commercial customers, through its subsidiary Cogeco Data Services,
data networking, e-business applications, video conferencing, hosting
services, Ethernet, private line, VoIP, HSI access, data storage,
data security, co-location services, managed IT services, cloud
services and other advanced communication solutions. Cogeco Cable's
subordinate voting shares are listed on the Toronto Stock Exchange
(TSX:CCA). 
ABOUT PEER 1 Hosting 
PEER 1 Hosting (www.peer1.com) is one of the world's leading IT
hosting providers. The company is built on two obsessions: Ping &
People. Ping, represents its commitment to best-in-breed technology,
founded on a high performance 10Gbps FastFiber Network(TM) connected
by 19 state-of-the-art data centres and 21 points-of-presence
throughout North America and Europe. People, represents its
commitment to delivering outstanding customer service to its more
than 10,000 customers worldwide, backed by a 100 percent uptime
guarantee and 24x7x365 FirstCall Support(TM). Info-Tech Research
Group recently named PEER 1 Hosting as a "Champion" in its Canadian
colocation and managed services Vendor Landscape report, recognizing
the company's strength in product offerings and enterprise strategy
in the global IT marketplace. PEER 1 Hosting's portfolio includes
Managed Hosting, Dedicated Servers under the ServerBeach brand,
Colocation and Cloud Services under the Zunicore brand. Founded in
1999, the company is headquartered in Vancouver, Canada, with
European operations headquartered in Southampton, UK. PEER 1 Hosting
shares are traded on the TSX under the symbol PIX. For more
information visit: www.peer1.com or www.peer1hosting.co.uk. 
NOTE REGARDING FORWARD-LOOKING STATEMENTS  
Certain statements contained or incorporated by reference in this
press release may constitute forward- looking information within the
meaning of securities laws. Forward-looking information may relate to
Cogeco Cable's or PEER 1's future outlook and anticipated events,
business, operations, financial performance, financial condition or
results and, in some cases, can be identified by terminology such as
"may", "will", "should", "expect", "plan", "anticipate", "believe",
"intend", "estimate", "predict", "potential", "continue", "foresee",
"ensure" or other similar expressions concerning matters that are not
historical facts. In particular, statements regarding Cogeco Cable's
or PEER 1's future operating results and economic performance and its
objectives and strategies are forward-looking statements. These
statements are based on certain factors and assumptions including
expected growth, results of operations, performance and business
prospects and opportunities which Cogeco Cable or PEER 1, as
applicable, believes are reasonable as of the current date. While
management considers these assumptions to be reasonable based on
information currently available to Cogeco Cable or PEER 1, as
applicable, they may prove to be incorrect. Cogeco Cable and PEER 1
caution the reader that the economic downturn experienced over the
past two years make forward-looking information and the underlying
assumptions subject to greater uncertainty and that, consequently,
they may not materialize, or the results may significantly differ
from Cogeco Cable's and PEER 1's expectations. It is impossible for
Cogeco Cable or PEER 1 to predict with certainty the impact that this
economic environment may have on future results. Forward-looking
information is also subject to certain factors, including risks and
uncertainties, that could cause actual results to differ materially
from what Cogeco Cable or PEER 1 currently expect.  
These factors include technological changes, changes in market and
competition, governmental or regulatory developments, general
economic conditions, the development of new products and services,
the enhancement of existing products and services, and the
introduction of competing products having technological or other
advantages, many of which are beyond Cogeco Cable's and PEER 1's
control. These factors also include actions taken by PEER 1
shareholders in respect of the Offer and the failure to satisfy the
conditions of the Offer. Therefore, future events and results may
vary significantly from what management currently foresees. For more
exhaustive information on these risks and uncertainties, prospective
purchasers should refer to the risk factors described in the
management's discussion and analysis of Cogeco Cable for the year
ended August 31, 2012 and the risk factors described in the annual
information form of PEER 1 for the fiscal year ended June 30, 2012.
Prospective purchasers should not place undue importance on
forward-looking information and should not rely upon this information
as of any other date. While management may elect to, Cogeco Cable and
PEER 1 are under no obligation and does not undertake to, update or
alter this information at any particular time, except as may be
required by law.
Contacts:
Medias:
Rene Guimond
Vice President, Public Affairs and Communications
(514) 764-4746 
Analysts and investors:
Pierre Gagne
Senior Vice President and Chief Financial Officer
(514) 764-4756