Transaction to unite Astral and Bell Media moving forward


    --  Good news for consumers and creators as Bell Media readies
        significant new investment in Canadian content
    --  Revitalizes competition in Canadian broadcasting, especially in
        Québec, meaning more content and delivery choices for consumers
    --  TSN Radio 690 will continue to serve the passionate sports fans
        of Montréal
    --  Bell's all-cash acquisition of Astral to close on July 5, 2013

MONTREAL, June 28, 2013 /CNW Telbec/ - Astral Media Inc. (Astral) and BCE Inc. 
(Bell) today announced that, with yesterday's approval by the Canadian 
Radio-television and Telecommunications Commission (CRTC), Bell has now 
obtained all necessary regulatory and other approvals to close its 
$3.2-billion acquisition of Astral on July 5, 2013.

"Together, Astral and Bell Media will deliver more for Canadians, investing in 
great new programming and innovative new ways to access it, and ramping up 
competition in the Canadian broadcasting sector. It all means unprecedented 
new choice for Canadian viewers and listeners," said George Cope, President 
and CEO of Bell and BCE. "As two long-established Montréal companies, Astral 
and Bell especially look forward to taking competition and choice in Québec 
media to a whole new level."

The combined company will be led by a team of senior Astral and Bell Media 
executives, and Montréal remains the centre for French-language programming. 
Bell Media will also open new regional development offices in Halifax, 
Winnipeg and Vancouver. Upon closing of the transaction, Astral President and 
CEO Ian Greenberg will join the BCE Board of Directors.

"The Astral team has built a uniquely successful Canadian media business in 
the last 50 years, and all of us are excited by the new possibilities ahead as 
we join with Bell Media," said Mr. Greenberg. "With our combined resources, we 
look forward to bringing truly great new French and English language 
programming and viewing options to consumers across the country."

Bell Media welcomes 8 high-quality Astral pay and specialty TV services: the 
French-language Super Écran, Cinépop, Canal Vie, Canal D, VRAK TV, and 
Ztélé, and English-language services The Movie Network, which includes HBO 
Canada, and TMN Encore. The acquisition includes Astral's 2 rural over-the-air 
TV stations in British Columbia, CJDC in Dawson Creek and CFTK in Terrace, and 
Astral's interest in the Viewer's Choice Canada pay-per-view service. Astral 
also operates one of Canada's largest out-of-home advertising companies, and 
Bell Media will become Canada's largest radio operator with the addition of 77 
Astral radio stations, including top brands like NRJ, Virgin Radio, Rouge fm, 
EZ Rock and boom.

"Bell Media plans to be a world leader in content development and 
broadcasting, dedicated to ensuring Canadians have access to the best 
programming in all the ways they want to watch and listen. Joining with Astral 
accelerates Bell Media's position as a broadcast innovator, an enabler of 
great Canadian content, and a passionate supporter of Canada's creative 
community," said Kevin Crull, President of Bell Media. "We're also delighted 
that we can continue to serve the very passionate sports fans of Montreal with 
TSN Sports Radio 690!"

Bell Media will continue to operate TSN 690 in Montréal as an 
English-language sports radio station. In response to overwhelming fan support 
for keeping TSN 690, Bell had asked the CRTC for an exemption from the radio 
Common Ownership Policy, which would otherwise have required Bell to divest 
the station.

Consistent with the policy, Bell Media will divest 10 Bell Media and Astral 
English-language radio stations as part of the transaction. Jim Pattison 
Broadcast Group Limited Partnership has agreed to acquire 3 - CKCE-FM in 
Calgary and CHIQ-FM and CFQX-FM, both in Winnipeg - while Corus Entertainment 
Inc. (Corus) has agreed to buy Ottawa radio stations CKQB-FM and CJOT-FM, part 
of a broader Corus acquisition that includes several Astral TV services. The 
other 5 radio stations are being sold in an auction process now under way.

In March, under a consent agreement with the Competition Bureau and in its 
amended filing with the CRTC, Bell committed to divest several Astral TV 
assets. This includes the sale of Teletoon/Télétoon, Teletoon 
Retro/Télétoon Rétro, Cartoon Network (Canada), Historia and Séries+, as 
well as the 2 Ottawa radio stations, to Corus in a transaction valued at 
$400.6 million. Bell Media is also selling the Family (including Disney 
Junior), Disney XD, Musimax and MusiquePlus television services in an auction 
process now under way.

After the asset sales, the retained Astral television and radio services, as 
well as Astral's significant out-of-home advertising business, represent 
approximately 77% of Astral's 2012 EBITDA (earnings before interest, taxes, 
depreciation and amortization).

As part of the transaction, Bell Media has committed to invest $246.9 million 
in new benefits for French and English language TV, radio and film content 
development, support for emerging Canadian musical talent, training and 
professional development for Canadian media, and new consumer participation 
initiatives.

Information for Astral shareholders
Originally announced on March 16, 2012, the transaction to unite Astral and 
Bell Media was approved by more than 99% of the votes cast at the special 
meeting of Astral shareholders on May 24, 2012.

Scheduled to close on July 5, 2013, the approximate $3.2 billion acquisition 
of Astral will be entirely satisfied with cash; no BCE shares will be issued 
as part of the consideration. In accordance with the terms of the transaction 
agreement between BCE and Astral, BCE will acquire all Class A Non-Voting 
Shares of Astral for $50 per share, for a total consideration of approximately 
$2.8 billion. BCE will also acquire all Class B Subordinate Voting Shares for 
$54.83 per share, for a total consideration of approximately $151 million, and 
all Special Shares for a total consideration of $50 million. BCE will also 
repay Astral debt of approximately $340 million at closing.

The Letters of Transmittal will be mailed shortly to registered shareholders 
of Astral and are also available on Astral's website at www.astral.com and on 
SEDAR at www.sedar.com. The Letters of Transmittal explain how registered 
Astral shareholders can deposit and obtain payment for their Astral shares 
once the transaction is completed. Registered Astral shareholders must return 
their duly completed Letters of Transmittal to Computershare Investor Services 
Inc. in order to receive the consideration to which they are entitled for 
their Astral shares. Non-registered shareholders should carefully follow the 
instructions from the broker or other financial intermediary that holds Astral 
shares on their behalf.

About Astral
Founded in 1961, Astral Media Inc. (TSX: ACM.A/ACM.B) is one of Canada's 
largest media companies. The Montréal-based company 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.

About Bell
Headquartered in Montréal since its founding in 1880, BCE (TSX, NYSE: BCE) is 
Canada's largest communications company, providing leading wireless, TV, 
Internet, home phone, and business communications services from Bell Canada 
and Bell Aliant. Bell Media is Canada's premier multimedia company with 
leading assets in television, radio and digital media. For more information, 
please visit Bell.ca.

The Bell Let's Talk mental health initiative is a national charitable program 
that promotes Canadian mental health across Canada with the Bell Let's Talk 
Day anti-stigma campaign and support for community care, research and 
workplace best practices. To learn more, please visit Bell.ca/LetsTalk.

Caution Concerning Forward-Looking Statements
Certain statements made in this news release, including, but not limited to, 
statements relating to the proposed acquisition by Bell of Astral, the 
proposed sale by Bell to Corus of Astral's share of certain TV joint ventures 
and the proposed sale to each of Corus and Jim Pattison Broadcast Group 
Limited Partnership (Pattison) of certain radio stations, the proposed auction 
process for the sale of certain TV assets and radio stations, certain benefits 
expected to result from the above-mentioned proposed transactions, Bell's 
plans and objectives, 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 our 
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 
transactions referred to above and their expected impact. Readers are 
cautioned that such information may not be appropriate for other purposes. The 
completion of the above-mentioned proposed transactions are subject to 
customary closing conditions, termination rights and other risks and 
uncertainties including, in the case of the proposed sale transactions to 
Corus and Pattison and of the proposed sale transactions affecting TV assets 
and certain radio stations resulting from an auction process, approval by the 
CRTC and the Competition Bureau. Accordingly, there can be no assurance that 
the proposed transactions will occur, or that they will occur on the terms and 
conditions currently contemplated. The proposed transactions could be 
modified, restructured or terminated. There can also be no assurance that the 
benefits expected to result from the above-mentioned proposed transactions 
will be fully realized. For additional information with respect to certain of 
these and other assumptions and risks relating to the above-mentioned proposed 
transactions, please refer to Bell's 2012 annual MD&A dated March 7, 2013 and 
Bell's First Quarter MD&A dated May 8, 2013, filed with the Canadian 
securities commissions (available at www.sedar.com) and with the U.S. 
Securities and Exchange Commission (available at www.sec.gov). These documents 
are also available on Bell's website at www.bce.ca.

Media inquiries

Jacqueline Michelis Bell Media Relations 1-855-785-1427 
jacqueline.michelis@bell.ca @Bell_News

Olivier Racette Astral Media Inc. (514) 939-5000 oracette@astral.com

Investor inquiries

Thane Fotopoulos BCE Investor Relations (514) 870-4619 thane.fotopoulos@bell.ca

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

SOURCE: Bell Canada

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CO: Astral Media Inc.
ST: Quebec
NI: TLS TVNEWS INTERNET MNA LAW VERDICTS LAWVIEWS 

-0- Jun/28/2013 12:00 GMT


 
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