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The twice-spurned bidder for Torstar Corp. is planning a last-ditch attempt to derail a takeover of the media company by a rival group that has locked up shareholder support for its own $60-million bid this week.

Canadian Modern Media Holdings Inc. and one of its backers, Matthew Proud, will ask the Ontario Superior Court to not approve a plan of arrangement that would see NordStar Capital LP acquire Torstar for 74 cents per share, said their lawyer, Alistair Crawley. The hearing is scheduled for Thursday.

Shareholders approved the takeover by NordStar on Tuesday, voting 98.7 per cent in favour. Earlier, NordStar, which is run by Toronto investors Jordan Bitove and Paul Rivett, won commitments from the five families that control Torstar’s voting trust and major shareholder Fairfax Financial Holdings Inc. to back its bid.

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Canadian Modern Media, which floated two unsolicited offers that Torstar rejected, is arguing that the bidding war could have gone on, possibly resulting in a richer deal for the company that has struggled for years with declining advertising revenues and financial losses. Its shares were worth $30 in 2004.

“CMMH is opposing the approval of the NordStar plan of arrangement on the basis that it is not fair and reasonable for Torstar shareholders,” Mr. Crawley told The Globe and Mail. “The Torstar board prematurely closed what had just become a competitive process between NordStar and CMMH for the sale of Torstar and as a result they failed to obtain the best transaction for shareholders.”

NordStar raised its offer for the company that publishes the Toronto Star newspaper to 74 cents a share from 63 cents in early July after facing a rival bid from Canadian Modern Media. That is when it secured the hard lockup agreements with the major owners.

But there were last-minute fireworks on Monday when Canadian Modern Media submitted an offer of 80 cents a share.

The Torstar board ruled it out, however, saying Fairfax, which has about 40 per cent of the non-voting shares, and the controlling families had already committed to backing the NordStar deal. Torstar also raised questions about how solid the financing was behind the rival offer.

“CMMH is also concerned that its proposals to Torstar have not been disclosed accurately or fairly to shareholders and that Torstar shareholders were asked to approve the NordStar transaction with incomplete information,” Mr. Crawley said.

When reached by telephone for a reply, Torstar chairman John Honderich said, “I’ve got no comment to make.”

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A representative for NordStar referred to a statement that the company made on Tuesday, describing the process that Torstar initiated after Mr. Bitove and Mr. Rivett approached the Torstar board about a privatization deal in February. That included reaching out to 26 prospective interested parties and receiving no competing offers before NordStar went public with its offer in late May.

“We trust the court will see through capital markets participants misleading the public and waiving a purported non-binding unsupported bid after a robust process was closed,” NordStar said in its statement.

Mr. Proud is a technology entrepreneur and chief executive of Dye & Durham Corp., a legal-software publisher that just went public this month. His brother Tyler Proud, Bay Street dealmaker Neil Selfe and former Ontario finance minister Greg Sorbara are also behind Canadian Modern Media.

Lawyer Joe Groia, who represents investor and former Torstar executive Patrick Collins, owner of more than one million non-voting shares, has also said he plans to attend the hearing. He says he wants to determine if it deals adequately with shareholder concerns or whether more needs to be considered before the judge makes a final decision.

The agreement with NordStar has also resulted in some shareholder complaints to the Ontario Securities Commission, but OSC officials have declined to give any details or say what might become of them.

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