- Aligning AlarmForce with its Bell Aliant and Bell MTS home security and automation assets, Bell will deliver the latest
Connected Home services to customers in Ontario, Québec, Atlantic
Canada and Manitoba
- Bell sells AlarmForce customer accounts in British Columbia, Alberta and Saskatchewan to TELUS Corporation
MONTRÉAL, Jan. 5, 2018 /CNW Telbec/ - BCE Inc. (Bell) (TSX: BCE) (NYSE: BCE) today
announced the completion of its acquisition of Canadian home security and monitoring company AlarmForce Industries Inc. (TSX: AF)
as part of Bell's strategic expansion in the fast-growing Connected Home marketplace.
"Bell welcomes AlarmForce as we build on our position as Canada's most trusted name in residential communications with an
accelerated focus on Connected Home technology and services," said Rizwan Jamal, President of Bell
Residential and Small Business. "Building on our leadership and scale in broadband networks and residential services
distribution, installation and customer services, Bell looks forward to delivering new and innovative smart home solutions to
residential customers throughout Ontario, Québec, the Atlantic region and Manitoba."
Bell provides security and monitoring services from Bell Aliant NextGen Home Security in Atlantic
Canada and from AAA Security, a Bell MTS company, in Manitoba. AlarmForce currently
serves more than 100,000 subscribers across the country with intrusion, smoke, flood and carbon monoxide detection services;
automation services including lighting, climate and lock control systems; and in-home and mobile medical alert systems.
AlarmForce CEO Graham Badun has agreed to stay on as a special advisor to Bell for 6 months to
support the business transition and integration.
Bell has agreed to sell AlarmForce's approximately 39,000 customer accounts in British
Columbia, Alberta and Saskatchewan to TELUS Corporation
for approximately $66.5 million, an amount per subscriber equivalent to that paid by Bell,
effective today. There are no immediate changes to services for any AlarmForce customers, and Bell will work closely with TELUS
to ensure a smooth transition for Saskatchewan, Alberta and BC
customers over the next several months.
Information for AlarmForce shareholders
BCE acquired all approximately 11.4 million common shares of AlarmForce for a total aggregate consideration of
approximately $182 million paid in a combination of cash and BCE common shares. BCE directly or
indirectly funded the approximate $181 million cash component with available liquidity and issued
22,531 BCE common shares to fund the equity component. The share consideration was based on BCE's 20-day volume weighted price of
$61.60 ending December 27, 2017 (5 business days prior to the
effective date of the transaction). Any AlarmForce shareholder who did not properly make an election by 5
pm eastern time on January 2, 2018 was deemed to have elected to receive, for each
AlarmForce common share, the cash consideration. The table below indicates the entitlement to be received by AlarmForce
shareholders for each AlarmForce common share:
|
Election
|
Entitlement to be received
|
|
Cash consideration
|
$16.00 in cash
|
|
Share consideration
|
0.2597 of a BCE common share plus $0.01 in cash
No fractional shares will be issued
BCE will pay out fractional shares in cash
|
|
No valid election
|
$16.00 in cash
|
Certain AlarmForce shareholders who have elected to receive share consideration may be entitled to obtain a full or partial
tax deferral subject to making a joint tax election with BCE. A tax instruction letter providing certain instructions on how to
complete the tax election may be obtained at BCE's website at BCE.ca/investors/shareholder-info/AlarmForce within
5 days of closing. AlarmForce common shares are expected to be delisted from the Toronto Stock Exchange (TSX) effective as of the
close of business on January 8, 2018 and AlarmForce will apply to cease to be a reporting issuer
under applicable Canadian securities laws.
Caution concerning forward-looking statements
Certain statements made in this news release are forward-looking statements. These statements include, without
limitation, statements relating to BCE's business plans, objectives and strategies, and other statements that are not historical
facts. All such forward-looking statements are made pursuant to the "safe harbour" provisions of applicable Canadian securities
laws and of the United States Private Securities Litigation Reform Act of 1995.
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 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.
Notice to U.S. shareholders of AlarmForce Industries Inc.
The transaction contemplated by this press release involved the securities of Canadian companies and is subject to
Canadian disclosure requirements that are different from those of the United States. The BCE
common shares issued pursuant to the statutory plan of arrangement under section 192 of the Canada Business Corporations
Act, pursuant to which, among other things, BCE directly or indirectly acquired all of the issued common shares in the
capital of AlarmForce, were not registered under the U.S. Securities Act of 1933 pursuant to an exemption from the registration
requirements of such Act.
About AlarmForce
AlarmForce provides security alarm monitoring, personal emergency response monitoring, video surveillance and related
services to residential and commercial subscribers throughout Canada. More information about the Company's products and services
can be found at www.alarmforce.com.
About BCE
Canada's largest communications company, BCE provides a comprehensive and innovative suite of broadband wireless, TV,
Internet and business communication services from Bell Canada, Bell Aliant and Bell MTS. Bell Media is Canada's premier
multimedia company with leading assets in television, radio, out of home and digital media. To learn more, please visit
BCE.ca or Bell.ca.
The Bell Let's Talk initiative promotes Canadian mental health with national awareness and anti-stigma campaigns like Bell
Let's Talk Day, and provides significant Bell funding of mental health care and access, research and workplace leadership
initiatives. To learn more, please visit Bell.ca/LetsTalk.
Media inquiries
Marie-Eve Francoeur
514-391-5263
marie-eve.francoeur@bell.ca
@Bell_News
Investor inquiries
Thane Fotopoulos
514-870-4619
thane.fotopoulos@bell.ca
SOURCE Bell Canada
View original content: http://www.newswire.ca/en/releases/archive/January2018/05/c3581.html