Cogeco Cable Inc. (TSX:CCA) made a non binding offer to acquire Peer 1 Network Enterprises, Inc. from a group of shareholders for approximately CAD 490 million on December 3, 2012.

Cogeco Cable Inc. (TSX:CCA) entered into an agreement to acquire Peer 1 Network Enterprises, Inc. (TSX:PIX) from a group of shareholders on December 21, 2012. Cogeco Cable Inc. offered CAD 3.85 for each share of Peer 1 Network Enterprises, Inc. Cogeco Cable shall finance the transaction through available resources including a new acquisition facility provided by National Bank of Canada. 62% of PEER 1's shareholders that include Sutton Group Realty Services Ltd., Code Marketing Ltd., Code Consulting Ltd., Clairvest Equity Partners III Limited Partnership, Polygon Financial 05, LLC, Penfield Group, LLC, Padilla Bay, LLC, Lance Tracey, Scott Shaw, Werner K. Paulus, Thomas Paulus, Michael Cytrynbaum, Donald Detampel Jr., David Harrison, Chris Theodoropoulos, Fabio Banducci and Gary Neil Sherlock have entered into lock-up agreements in support of the transaction. The offer represents a premium of approximately 32.1 % over the 20-day volume weighted average trading price of the common shares on the TSX on December 20, 2012. The offer is open for acceptance until 5:00 p.m. (Vancouver time) on January 29, 2013, unless the offer is extended or withdrawn. If, within four months after the date of the offer, the offer has been accepted by shareholders who, in the aggregate, hold at least 90% of the common shares, Cogeco presently intends, to the extent possible, to acquire those common shares which remain outstanding pursuant to compulsory acquisition. 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 CAD 18.5 million will be paid to Cogeco Cable.

The Board of PEER 1 has unanimously approved the transaction and unanimously recommends that shareholders tender their common shares to the offer. The offer is conditional on the tendering of at least 66 2/3% of the issued and outstanding PEER 1 shares and is subject to HSR act approval, regulatory approval and is not conditional on financing. PEER 1 will be delisted from the Toronto Stock Exchange upon closing of the transaction.

Cheverny Capital Inc. and National Bank Financial, Inc. acted as financial advisor and McCarthy Tétrault LLP and Stikeman Elliott LLP acted as legal advisor to Cogeco Cable Inc. National Bank of Canada and Norton Rose Canada LLP provided assistance in financing to Cogeco Cable Inc. RBC Capital Markets acted as the financial advisor for PEER 1 and provided fairness opinion to the Board and special committee of PEER 1. Torys LLP acted as legal adviser to the special committee and PEER 1. Kingsdale Shareholder Services Inc. acted as solicitation agent to Cogeco Cable. Gary Horowitz, Sharo Atmeh, Brian Park and Kenneth Ehrhard of Simpson Thacher & Bartlett LLP acted as legal advisors for Cogeco Cable Inc. Goodmans LLP acted as legal advisor for the significant shareholders of PEER 1 Network Enterprises, Inc. Nigel P.H. Cave, Rick Bennett, Stephen Antle, Robert Shouldice, and Patrick Lindsay of Borden Ladner Gervais LLP acted as legal advisor to Peer 1 Network Enterprises.

Cogeco Cable Inc. (TSX:CCA) completed the acquisition of Peer 1 Network Enterprises, Inc. from a group of shareholders on January 29, 2013. Approximately 96.57% (124 million) of the outstanding common shares of PEER 1 have been validly deposited prior to the expiry of the offer. In connection with the completion of the offer, Cogeco Cable has entered into secured revolving credit facilities in the amount of CAD 250 million as well as secured term credit facilities in the amount of CAD 400 million with a syndicate of lenders led by National Bank of Canada and will fund the payment for the deposited shares using the new credit facilities. Cogeco Cable will take control of PEER 1's Board of Directors and operations and intends to acquire all of the remaining common shares not deposited under the offer pursuant to the compulsory acquisition provisions.