-- 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
-- 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 Bell also announced that it has formally withdrawn its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 www.sedar.com.
To learn more about how Astral joining with Bell Media will benefit Canadians,
please visit CanadiansDeserveMore.ca. Twitter: @MoreForCanada.
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 Astral.com.
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.ca.
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
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 www.sedar.com) and, in the case of BCE, also filed
with the U.S. Securities and Exchange Commission (available at www.sec.gov).
These documents are also available on BCE's website at www.bce.ca and Astral's
website at www.astral.com.
Marie-Eve Francoeur Bell Media Relations (514) 391-5263
Olivier Racette Astral Media Inc. (514) 939-5000 firstname.lastname@example.org
Thane Fotopoulos BCE Investor Relations (514) 870-4619
Robert Fortier Vice-President, Finance and Chief Financial Officer Astral
Media Inc. (514) 939-5000 email@example.com
SOURCE: BELL CANADA
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