RAC Chapters Online Special committee and Chapters Inc Agreee on Terms of Acquisition TORONTO, July 27 - The Special Committee of Chapters Online Inc. (TSE:COL), headed by Tom Stephenson of Sequoia Capital, has in principle agreed to terms under which Chapters Inc. (TSE:CHP) would purchase all of the outstanding shares of Chapters Online not already owned by it on the basis of one Chapters common share for every 7.14 common shares of Chapters Online. This represents a premium of approximately 105% to the average daily closing price on The Toronto Stock Exchange of the Chapters Online shares over the past eight weeks. The transaction will result in the issuance of approximately 758,000 Chapters common shares to the minority shareholders of Chapters Online. "Given the stresses on the e-commerce industry and all the current circumstances, I believe this transaction is in the best interests of the Chapters Online minority shareholders," said Mr. Stephenson. The transaction is expected to be voted on by Chapters Online shareholders in October, and is subject to creditor and regulatory approvals as well as customary conditions and settlement of all required documentation. It is also subject to the receipt by the Chapters Online board of directors of an independent fairness opinion. Chapters CEO Heather Reisman stated she is extremely pleased that a mutually satisfying transaction has been negotiated. "This is the right transaction at the right time," said Ms. Reisman. "Bringing Chapters Online fully under the Chapters umbrella creates the opportunity to improve customer service and lower costs." Peter Cooper, President of Chapters Online, said: "Our board and the new executive team of both Chapters and Chapters Online have worked hard over the past several months to set the foundation for a strong, innovative and profitable online business. We are very excited about our plans moving forward." About Chapters Inc. Chapters is a Canadian company and the largest book retailer in Canada, operating bookstores in all provinces under the names Chapters, Coles, SmithBooks, and World's Biggest Bookstore. Chapters is the top retail brand in Canada, ranked No. 1 overall by consumers for four consecutive years (Kubas Major Market Retail Report 1997, 1998, 1999 and 2000). Chapters is majority owner of Chapters Online Inc., operating www.chapters.indigo.ca, an online retailer of books, music, videos and DVDs. Chapters is a publicly traded company, listed on the TSE under the stock symbol CHP, and included in the TSE's top 300 companies, as well as in the S&P/TSE Canadian SmallCap Index. To learn more about Chapters, please visit www.chapters.indigo.ca/ir. About Chapters Online Inc. Chapters Online Inc. (TSE:COL) is a Canadian e-commerce company which operates www.chapters.indigo.ca, a leading destination for online shoppers searching for books, music, videos and DVDs. Committed to providing a convenient and hassle-free e-commerce experience, Chapters offers a secure shopping environment, easy-to-use search tools, and industry-leading customer service. In September 1999, Chapters Online became a separate, publicly traded company from Chapters Inc. Chapters Inc. (TSE:CHP), Canada's largest book retailer, retains a majority ownership stake in Chapters Online and together the companies operate e-commerce kiosks at all Chapters stores across Canada. To learn more about Chapters Online, please see the About Our Company section at www.chapters.indigo.ca. For further information: Tracy Nesdoly, Vice President Communications, Chapters Online, (416) 263-5025, Cell: (416) 358-6132 back to retail news releases back to online news releases Retail Corporate Profile Management SEDAR Filings News Releases Online Corporate Profile Management News Releases Info Desk iREWARDS Program About Our Company Affiliate Opportunities Careers Contact Us Corporate Sales Gift Certificates Privacy Policy Shipping Rates Store Locations Wish List chapters.indigo.ca: home Shopping Bag | Account Centre | Wish List | Help iREWARDS Program | Corporate Sales | Store Locations All Products Books DVD Video Gifts Books Advanced Search Search Tips Browse Books Art and Architecture Audiobooks Biography & Memoir Business and Finance Children's Books Computers View all Categories Browse DVD Action & Adventure Comedies Dramas Foreign Films Horror & Suspense Kids & Family View all Categories Browse Video Action & Adventure Comedies Dramas Foreign Films Horror & Suspense Kids & Family View all Categories . 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