Astral and Bell submit new proposal for CRTC approval

    --  Updated application for transaction approval addresses CRTC
        concerns, including viewership share criteria and improved
        tangible benefits package
    --  Astral joining Bell Media will deliver more choice for
        consumers, more investment in radio and TV, more opportunities
        for creators, and more competition in Canadian broadcasting
    --  Québec content development to be led by the Montréal-based
        Astral team
    --  The companies amend their March Agreement, including extension
        to June 1, 2013
    --  Astral shareholders to receive a dividend of $0.50 per share
    --  Learn more about Astral-Bell at

MONTREAL, Nov. 19, 2012 /CNW Telbec/ - Astral Media Inc. (Astral) and BCE Inc. 
(Bell) today announced that they have amended their Arrangement Agreement and 
submitted a new proposal to the Canadian Radio-television and 
Telecommunications Commission (CRTC) for approval of Bell's acquisition of 
Montréal-based Astral. Bell also announced that it has formally withdrawn its 
request to the federal Cabinet for a policy direction to the CRTC.

"We heard Canadians and the CRTC loud and clear - they want assurance that 
Astral joining with Bell Media will directly benefit consumers and creators. 
We're ready to deliver more choice for listeners and viewers, more opportunity 
for content creators, and more competition for the broadcasting industry," 
said George Cope, Bell's President and CEO. "Bell and Astral are happy to move 
forward with a new proposal that benefits all Canadians, in both official 
languages, in communities large and small across the nation, with new ideas, 
new funding and new choices."

"The Canadian broadcasting industry is undergoing rapid change, and Astral and 
Bell are committed to making sure that the consumer always comes first," said 
Ian Greenberg, President and CEO of Astral Media. "Considering the rapidly 
changing media landscape, including the accelerating impact of foreign 
broadcasters on the Canadian media scene, constant investment and innovation 
is required to develop and showcase the best content and to ensure TV viewers 
and radio listeners are entertained and informed in the ways that they want. 
Together, Astral and Bell Media have the scale to invest, compete and deliver 
on the opportunities ahead for all Canadians."

Originally announced in March 2012, the plan for Astral to join with Bell 
Media was subsequently approved by more than 99% of Astral shareholders and 
the Québec Superior Court, and is supported by a range of independent 
producers, advertisers, media companies, and community and arts groups across 

As a result of the amendments made to the terms of the original Arrangement 
Agreement between Astral and Bell, the outside date for the closing of the 
transaction has been extended to June 1, 2013 with each of Astral and Bell 
having a further right to postpone it to July 31, 2013. Bell's regulatory 
covenants have been modified and Astral's board of directors has declared a 
cash dividend of $0.50 per share on its class A non-voting shares and class B 
subordinate voting shares, payable on February 1, 2013 to shareholders of 
record at the close of business on January 15, 2013. The consideration payable 
to Astral shareholders remains unchanged under the Amended Agreement. Holders 
of class A non-voting shares and class B subordinate voting shares of Astral 
will receive cash or a combination of cash and up to $750 million of BCE 
common shares, representing a value of $50.00 and $54.83 per share, 
respectively. Valued at $3.38 billion, the transaction must be approved by the 
CRTC and the Competition Bureau.

As previously announced, French-language TV and radio assets would be led by 
the Astral team headquartered in Montréal, and Jacques Parisien, currently 
Astral's Executive Vice President and COO, will join the Bell Media leadership 
team managing a broad portfolio of assets across the country. Astral President 
and CEO Ian Greenberg would join the BCE Board of Directors following the 
closing of the transaction.

On October 18, the CRTC rejected the original submission by Astral and Bell 
for approval of the transaction. In that decision, the CRTC outlined the 
public interest concerns to be addressed and clarified its approach to 
calculating viewership thresholds when assessing transactions of this nature. 
As a result, viewership of media properties jointly owned with other companies 
must be included in the calculation, while viewership of U.S. channels 
available in Canada must be excluded.

The new proposal to the CRTC by Astral and Bell addresses the commission's 
concerns and sets out the steps the companies would take to comply with the 
relevant viewership thresholds. The proposal also includes a revised package 
of tangible benefits to support the creation of exceptional Canadian TV and 
radio content, promote homegrown talent in a multi-platform universe, and 
foster consumer engagement in the broadcasting system. In addition, given 
passionate listener response to Bell's earlier proposal regarding TSN Radio 
690 (CKGM), Bell has asked for an exception to the CRTC's Radio Common 
Ownership Policy to enable the Montréal station to continue to operate as an 
English-language sports talk radio channel.

Details of the new Astral-Bell proposal will be made available by the CRTC 
when it launches its public consultation on the application. A copy of the 
amending agreement and a material change report, providing more details on the 
transaction, will be filed by Astral with the Canadian securities regulatory 
authorities and will be available at

To learn more about how Astral joining with Bell Media will benefit Canadians, 
please visit Twitter: @MoreForCanada.

About Astral
Founded in 1961, Astral Media Inc. (TSX: ACM.A/ACM.B) is one of Canada's 
largest media companies. It operates several media properties - pay and 
specialty television, radio, out-of-home advertising, and digital - that are 
among the most popular in the country. Astral plays a central role in 
community life across the country by offering diverse, rich, and vibrant 
programming that meets the tastes and needs of consumers and advertisers 
alike. To learn more about Astral, please visit

About Bell
Headquartered in Montréal since its founding in 1880, Bell is Canada's 
largest communications company, providing consumers and business with 
solutions to all their communications needs. Bell Media is Canada's premier 
multimedia company with leading assets in television, radio and digital media. 
Bell is wholly owned by Montréal's BCE Inc. (TSX, NYSE: BCE). For more 
information, please visit

Bell is committed to promoting Canadian mental health through the Bell Let's 
Talk anti-stigma campaign and unprecedented financial support for community 
care, research and workplace best practices. To learn more, please visit

Caution Concerning Forward-Looking Statements
Certain statements made in this news release, including, but not limited to, 
statements relating to the proposed acquisition by BCE Inc. of Astral Media 
Inc. and other statements that are not historical facts, are forward-looking. 
Forward-looking statements, by their very nature, are subject to inherent 
risks and uncertainties and are based on several assumptions which give rise 
to the possibility that actual results or events could differ materially from 
our expectations expressed in or implied by such forward-looking statements. 
As a result, we cannot guarantee that any forward-looking statement will 
materialize and you are cautioned not to place undue reliance on these 
forward-looking statements.

The forward-looking statements contained in this news release describe BCE's 
and Astral's expectations at the date of this news release and, accordingly, 
are subject to change after such date. Except as may be required by Canadian 
securities laws, we do not undertake any obligation to update or revise any 
forward-looking statements contained in this news release, whether as a result 
of new information, future events or otherwise. Forward-looking statements are 
provided herein for the purpose of giving information about the proposed 
transaction referred to above and its expected impact. Readers are cautioned 
that such information may not be appropriate for other purposes. The 
completion of the above-mentioned proposed transaction is subject to customary 
closing conditions, termination rights and other risks and uncertainties 
including, without limitation, regulatory approvals, including approval by the 
CRTC and the Competition Bureau. Accordingly, there can be no assurance that 
the proposed transaction will occur, or that it will occur on the terms and 
conditions currently contemplated by the parties. The proposed transaction 
could be modified, restructured or terminated. For additional information with 
respect to certain of these and other assumptions and risks, please refer to 
BCE's and Astral's MD&As filed in 2012 with the Canadian securities 
commissions (available at and, in the case of BCE, also filed 
with the U.S. Securities and Exchange Commission (available at 
These documents are also available on BCE's website at and Astral's 
website at

Media inquiries:

Marie-Eve Francoeur Bell Media Relations (514) 391-5263 

Olivier Racette Astral Media Inc. (514) 939-5000

 Investor inquiries:

Thane Fotopoulos BCE Investor Relations (514) 870-4619

Robert Fortier Vice-President, Finance and Chief Financial Officer Astral 
Media Inc. (514) 939-5000


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CO: Astral Media Inc.
ST: Quebec

-0- Nov/19/2012 13:00 GMT

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