<Page>
Exhibit 3.22
[LOGO] Industry Canada Industrie Canada
<Table>
Certificate Certificat
of Amalgamation de fusion
Canada Business Loi canadienne sur
Corporations Act les societes par actions
TDM Newco inc. 398967-4
---------------------------------------------------- ----------------------------------------------------
Name of corporation -- Denomination de la societe Corporation number -- Numero de la societe
I hereby certify that the above-named corporation Je certifie que la societe susmentionnee est issue
resulted from an amalgamation under section 185 of d'une fusion, en vertu de l'article 185 de la LOI
the CANADA BUSINESS CORPORATIONS ACT, of the CANADIENNE SUR LES SOCIETES PAR ACTIONS, des societes
corporations set out in the attached articles of dont les denominations apparaissent dans les statuts
amalgamation. de fusion ci-joints.
(SIGNED) January 2, 2002 / le 2 janvier 2002
Director -- Directeur Date of Amalgamation -- Date de fusion
Canada
</Table>
<Page>
<Table>
[LOGO] Industry Canada Industrie Canada FORM 9 FORMULE 9
ARTICLES OF AMALGAMATION STATUTS DE FUSION
Canada Business Loi canadienne sur les (SECTION 185) (ARTICLE 185)
Corporations Act societes par actions
</Table>
<Table>
1 - Name of amalgamated corporation Denomination de la societe issue de la fusion
TDM Newco inc.
2 - The place in Canada where the registered office is to be Lieu au Canada ou doit etre situe le siege social
situated
Province of Quebec
3 - The classes and any maximum number of shares that the Categories et tout nombre maximal d'actions que la societe
corporation is authorized to issue est autorisee a emettre
See Schedule A and Schedule 1 annexed hereto.
4 - Restrictions, if any, on share transfers Restrictions sur le transfert des actions, s'il y a lieu
See Schedule B annexed hereto.
5 - Number (or minimum and maximum number) of directors Nombre (ou nombre minimal et maximal) d'administrateurs
MINIMUM: 1 MAXIMUM: 10 -- the number to be determined
by the directors from time to time.
6 - Restrictions, if any, on business the corporation may carry Limites imposes a l'activite commerciale de la societe, s'il
on y a lieu
n/a
7 - Other provisions, if any Autres dispositions, s'il y a lieu
See Schedule C annexed hereto.
8 - The amalgamation has been approved pursuant to that section La fusion a ete approuvee en accord aven l'article ou le
or subsection of the Act which is indicated as follows: paragraphe de la Loi indique ci-apres.
/ / 183
/ / 184(1)
/X/ 184(2)
</Table>
<Table>
9 - Name of the amalgamating corporations Corporation No. Signature Date Title
Denomination des societes fusionnantes N(o) de la Titre
societe
TDM Newco Inc. 3177122 (SIGNED) December 19, Director
2001
Videotron (Laurentien) ltee / Videotron 3180131 (SIGNED) December 19, Director
(Laurentian) ltd. 2001
FOR DEPARTMENTAL USE ONLY -- A L'USAGE DU MINISTERE SEULEMENT Filed -- Deposee
Corporation No. -- N(o) de la societe
398967-4 January 4, 2002
IC 3190 (3 -- 95) (CCA 1390)
CORPORATEK
</Table>
<Page>
SCHEDULE "A"
relating to the
SHARE CAPITAL
The unlimited share capital of the Corporation shall be comprised of an
unlimited number of common shares and an unlimited number of preferred shares.
Schedule 1 annexed hereto sets out the rights, privileges, conditions and
restrictions attaching to the preferred shares of the Corporation.
Cancellation and Conversion of Issued Shares
The shares issued by the amalgamating companies shall be cancelled or converted
into shares of the amalgamated company as follows:
(a) The 38,000,060 common shares without par value issued by Videotron
(Laurentien) Ltee and held by CF Cable TV inc./CF Cable TV inc. shall be
cancelled, without repayment of the capital represented thereby;
(b) The 166 common shares without par value issued by TDM Newco Inc. shall
be converted into 166 common shares without par value of the amalgamated
corporation, on a share-for-share basis;
(c) The preferred share without par value issued by TDM Newco Inc. shall be
converted into one preferred share without par value of the amalgamated
corporation, on a share-for-share basis.
<Page>
SCHEDULE 1
Preferred Shares: There shall be an unlimited number of shares, without par
value, with the following rights, privileges, conditions and restrictions:
1. Dividends. When dividends are declared by the Corporation, holders of
preferred shares shall be entitled to receive, in preference to holders of
common shares, from the funds available for the payment of dividends, a
monthly, preferred and non-cumulative dividend which shall not exceed the
declared dividend and which shall be equal to one percent (1%) per month of
the "redemption value" of the preferred shares, as such "redemption value"
is defined in paragraph (5) hereinbelow. The Corporation shall not declare
the said dividend for more than one month at a time, and the directors shall
determine the timing and the terms and conditions of payment thereof.
2. Repayment. If the Corporation's assets are distributed for any reason
whatsoever, including a dissolution, voluntary liquidation or forced
liquidation, holders of preferred shares shall be entitled, in preference to
holders of common shares, to the payment of the "redemption value" of the
preferred shares, as such "redemption value" is defined in
paragraph (5) hereinbelow, plus any declared but unpaid dividends on the
preferred shares.
3. Additional Participation. The preferred shares shall not confer any other
right to share in any of the profits or surplus assets of the Corporation.
4. Voting Rights. Subject to the provisions of the Canada Business
Corporations Act (the "CBCA"), holders of preferred shares shall not, in
their capacity as such, be entitled to receive notices of meetings of
shareholders of the Corporation, attend same or vote thereat.
5. Right of Redemption. Subject to the provisions of the CBCA, holders of
preferred shares shall, at all times and upon written notice, be entitled to
require the Corporation to redeem their shares at a price equal to the
amount paid for these shares into the subdivision of the issued and paid-up
share capital account for the preferred shares, plus a premium equal to the
difference between the fair market value of the consideration received by
the Corporation upon the issuance of the said preferred shares, as
consideration for their issuance, and the total of the following amounts:
(a) the amount paid for these shares into the subdivision of the issued and
paid-up share capital account for the preferred shares, and
(b) the fair market value of any property, other than a preferred share,
given by the Corporation as payment for such consideration.
The redemption price so determined shall be the "redemption value" of the
preferred shares, to which shall be added, if applicable, the amount to
be paid by the Corporation as declared, but unpaid, dividends on the said
preferred shares. The Corporation and the person subscribing for
preferred shares shall, upon the issuance of the preferred shares,
mutually determine the fair market value of the aforementioned
consideration. In case of disagreement with the federal or provincial
Ministry of Revenue, the Ministry's evaluation of the fair market value
of said consideration shall prevail, and the amount of the premium shall
be adjusted accordingly, if the Ministry provides the Corporation and the
holder of preferred shares the opportunity to contest its evaluation with
the Ministry or before the courts. In case of discrepancy between the
federal and provincial evaluations, the amount of the premium shall be
based on the lower of the evaluations established in accordance with an
uncontested assessment or a final judgment, as the case may be.
The Corporation shall redeem the preferred shares without taking the
other classes of shares into account, and it shall have thirty (30) days
from the date of redemption within which to pay the redemption price to
the former holder of preferred shares. If the provisions of the CBCA do
not allow the Corporation to respect this deadline, the Corporation shall
pay an initial portion of the redemption price within the said period of
thirty (30) days and it shall pay any unpaid balance as soon as it is
legally entitled to do so.
<Page>
The preferred shares which have been so redeemed at the holder's option
shall be cancelled as of their redemption date, and, in accordance with
the provisions of the CBCA, the Corporation shall reduce the subdivision
of its issued and paid-up share capital account for the preferred shares.
6. Right to Purchase. Subject to the provisions of the CBCA, the Corporation
may, when it deems it appropriate, purchase by mutual agreement and at the
best possible price, all or part of the outstanding preferred shares, the
whole without being required to give a notice or take the other classes of
shares into account. However, the purchase price shall not, under any
circumstances, exceed the aforementioned redemption price or exceed the
realizable value of the Corporation's net assets.
The preferred shares which have been so purchased shall be cancelled
automatically as of their purchase date, and, in accordance with the
provisions of the CBCA, the Corporation shall reduce the subdivision of its
issued and paid-up share capital account for the preferred shares.
<Page>
SCHEDULE B
The shares of the Corporation shall not be transferred without the consent
of either (i) the directors evidenced by a resolution passed or signed by them
and recorded in the books of the Corporation or (ii) the holders of a majority
in number of the outstanding voting shares of the Corporation.
<Page>
SCHEDULE C
The number of shareholders of the Corporation is limited to fifty, not
including persons who are in the employment of the Corporation and persons, who,
having been formerly in the employment of the Corporation, were, while in that
employment, and have continued after the termination of that employment to be,
shareholders of the Corporation, two or more persons holding one or more shares
jointly being counted as a single shareholder. The distribution of securities to
the public is prohibited.