BCE formally launches offers to purchase all outstanding Bell Aliant common
shares and to exchange all outstanding Bell Aliant preferred shares
Offers will be open for acceptance until 5:00 pm Eastern on September 19, 2014
This news release contains forward-looking statements. For a description of
the related risk factors and assumptions, please see the section entitled
"Caution Concerning Forward-Looking Statements" later in this release.
MONTRÉAL and HALIFAX, Aug. 14, 2014 /CNW/ - BCE Inc. (TSX, NYSE: BCE) today
announced that it has formally commenced its offer to purchase all of the
issued and outstanding common shares of Bell Aliant Inc. (TSX: BA), other than
common shares held by BCE.
Under the terms of the common share offer announced on July 23, 2014, each
Bell Aliant shareholder can elect to receive consideration per common share of
either (a) $31.00 in cash, subject to pro-ration; (b) 0.6371 of a BCE common
share, subject to pro-ration; or (c) $7.75 in cash and 0.4778 of a BCE common
Concurrent with the commencement of the common share offer, BCE also initiated
its offer to exchange all of the issued and outstanding preferred shares of
Bell Aliant Preferred Equity Inc. (Prefco) for newly issued preferred shares
of BCE, with the same financial terms as the existing Prefco preferred shares.
The offers will be open for acceptance until 5:00 pm Eastern on September 19,
2014, unless extended or withdrawn by BCE.
On August 5, 2014, BCE obtained Competition Act clearance for the Bell Aliant
privatization. Accordingly, subject to listing requirements of the Toronto
Stock Exchange and the New York Stock Exchange, all regulatory conditions have
been met to complete the offers.
In connection with the offers, BCE will file today with the applicable
Canadian securities regulatory authorities the offers and circulars and other
related documents required to be mailed to holders of common shares and
preferred shares under applicable Canadian securities laws. Full details of
the offers are contained in these documents and in the directors' circulars
mailed today to holders of common shares and preferred shares. Copies of the
offer documents, the directors' circulars and other relevant documents will be
available on SEDAR at Sedar.com and on BCE's website at BCE.ca/Investors.
BCE will also today (i) register the BCE common shares to be issued to U.S.
holders in connection with the common share offer on a Registration Statement
on Form F-8 to be filed with the U.S. Securities and Exchange Commission (SEC)
and (ii) submit a Form CB to the SEC in connection with the preferred share
exchange offer. Copies of the Registration Statement and the Form CB will be
available on the SEC's website at SEC.gov.
CST Trust Company is the Depositary for the offers and CST Phoenix Advisors
are the Information Agent. Any questions or requests for assistance concerning
the offers or further information about tendering to the offers should be
directed to the Depositary at 1-866-271-6893 (toll free in North America) or
1-416-682-3860, or by e-mail at firstname.lastname@example.org; or to the
Information Agent at 1-866-822-1244 (toll free in North America) or
1-201-806-7301, or by e-mail at email@example.com.
Copies of the offer documents, directors' circulars and any other documents
relating to the offers as referred to above may be obtained free of charge
upon request to the Depositary or the Information Agent. Holders whose common
shares or preferred shares are registered in the name of a broker, investment
dealer, bank, trust company or other nominee should contact such nominee for
assistance in depositing their common shares or preferred shares to the offers.
Caution Concerning Forward-Looking Statements
Certain statements made in this news release are forward-looking statements,
including, but not limited to, statements relating to the anticipated
completion and timing of the offers. All such forward-looking statements are
made pursuant to the "safe harbour" provisions of applicable Canadian
Forward-looking statements, by their very nature, are subject to inherent
risks and uncertainties and are based on several assumptions, both general and
specific, 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 we caution you against relying
on any of these forward-looking statements. The forward-looking statements
contained in this news release describe our expectations as of August 14, 2014
and, accordingly, are subject to change after such date. Except as may be
required by applicable 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
The completion and timing of the offers are subject to certain conditions,
including, in the case of the common share offer, more than 50% of the common
shares held by public minority shareholders being tendered to the common share
offer and, in the case of the preferred share exchange offer, at least
66(2/3)% of the outstanding preferred shares having been tendered. The
preferred share exchange offer is also conditional upon the completion of the
common share offer. However, the common share offer is not conditional upon
the completion of the preferred share exchange offer. The offers are also
subject to other customary closing conditions, termination rights and other
risks and uncertainties. Reference is made to the Support Agreement entered
into among BCE, Bell Aliant and Prefco on July 23, 2014 and which is available
under Bell Aliant's SEDAR profile at SEDAR.com, and to the offer documents for
the full terms and conditions of the offers. Accordingly, there can be no
assurance that the offers will be completed or that they will be completed by
September 19, 2014, or that they will occur on the terms and conditions
contemplated in this news release. Subject to applicable laws and the terms of
the Support Agreement, the offers could be extended, amended or withdrawn.
For additional information on assumptions and risks underlying certain of the
forward-looking statements made in this news release, please consult BCE's
2014 second-quarter MD&A dated August 6, 2014 and BCE's news release dated
July 23, 2014 announcing BCE's intention to privatize Bell Aliant, filed with
the Canadian securities regulatory authorities and with the SEC, and available
on BCE's website at BCE.ca/Investors.
Notice to U.S. Security Holders The offers are for the securities of a
Canadian company. The offers will be subject to Canadian disclosure
requirements that are different from those of the United States. Financial
statements included or incorporated by reference in the offer documents have
been prepared in accordance with International Financial Reporting Standards,
which differ from GAAP, and thus may not be comparable to the financial
statements of United States companies. It may be difficult for you to enforce
your rights and any claim you may have arising under the federal securities
laws, since BCE is located in Canada, and some or all of its officers and
directors may be residents of Canada. You may not be able to sue a Canadian
company or its officers or directors in a foreign court for violations of the
U.S. securities laws. It may be difficult to compel a Canadian company and its
affiliates to subject themselves to a U.S. court's judgment. You should be
aware that BCE or its affiliates may purchase securities otherwise than under
the offers, such as in open market or privately negotiated purchases. This
press release shall not constitute an offer to sell or a solicitation of an
offer to buy the securities of BCE, and shall not constitute an offer,
solicitation or sale in any state or jurisdiction in which such an offer,
solicitation or sale would be unlawful. BCE will today file a Registration
Statement on Form F-8 with the SEC in respect of the common share offer and
submit a Form CB to the SEC in connection with the preferred share exchange
offer. This press release is not a substitute for the Registration Statement
or any other documents that BCE has or may file with the SEC or has sent or
may send to shareholders in connection with the transactions. BEFORE MAKING
ANY DECISIONS IN RESPECT OF THE OFFERS, SECURITY HOLDERS ARE URGED TO READ THE
REGISTRATION STATEMENT AND ALL OTHER RELEVANT DOCUMENTS FILED OR THAT WILL BE
FILED WITH THE SEC IN CONNECTION WITH THE OFFERS BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION ABOUT THE OFFERS. You will be able to obtain a free copy
of the Registration Statement, the Form CB and other filings containing
information about BCE, at the SEC's website site, SEC.gov.
About Bell Aliant Bell Aliant is one of North America's largest regional
communications providers and the first company in Canada to cover an entire
city with fibre-to-the-home (FTTH) technology with its FibreOP™ services.
Through its operating entities, it serves customers in six Canadian provinces
with innovative information, communication and technology services, including
voice, data, Internet, video and value-added business solutions. Bell Aliant's
employees deliver the highest quality of customer service, choice and
convenience. For more information, please visit BellAliant.ca.
About BCE BCE is Canada's largest communications company, providing a
comprehensive and innovative suite of broadband communication services to
residential and business customers under the Bell and Bell Aliant brands. Bell
Media is Canada's premier multimedia company with leading assets in
television, radio and digital media, including CTV, Canada's #1 television
network, and the country's most-watched specialty channels. To learn more,
please visit BCE.ca.
Bell Let's Talk promotes Canadian mental health with national awareness and
anti-stigma campaigns, like Clara's Big Ride for Bell Let's Talk and Bell
Let's Talk Day, and significant Bell funding of community care and access,
research, and workplace initiatives. To learn more, please visit
SOURCE BCE Inc.
Media inquiries: BCE, Paolo Pasquini, (416) 215-1712, firstname.lastname@example.org;
Bell Aliant, Jennifer MacIsaac, (902) 225-3704,
jennifer.macIsaac@bellaliant.ca; Investor inquiries: BCE, Thane Fotopoulos,
(514) 870-4619, email@example.com; Bell Aliant, Zeda Redden, Toll-free
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