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Good news for consumers and creators as Bell Media readies significant
new investment in Canadian content
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Revitalizes competition in Canadian broadcasting, especially in Québec,
meaning more content and delivery choices for consumers
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TSN Radio 690 will continue to serve the passionate sports fans of
Montréal
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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.
SOURCE: Bell Canada
