Netgraphe also will receive $10 million

Quebecor Inc., shedding the last of its Internet assets, said its Netgraphe Inc. unit has accepted a plan under which the subsidiary will absorb the Canoe Web sites. Netgraphe will also get $10 million and issue a 60.8-per-cent stake to Quebecor and its pension-fund partner, the Caisse de Depot et Placement du Quebec. Quebecor owns 55 per cent of Quebecor Media Inc., which will hold the stake, valued at about $62 million, while the Caisse has 45 per cent. The plan is the result of negotiations between Quebecor executives and an independent committee of Netgraphe directors, he said. The transaction calls for Netgraphe to create two classes of stock - multiple-voting shares each carrying 10 votes, and subordinate-voting shares, with one each. It is subject to a number of conditions, including approval by Netgraphe shareholders. Netgraphe's stock has lost more than nine-10ths of its value in the past year. Montreal-based Netgraphe only has common shares now. Current shareholders will be offered a 10-per-cent premium if they choose to convert their common stock into subordinate-voting shares, the company said.