Astral and Bell submit new proposal for CRTC approval

Astral and Bell submit new proposal for CRTC approval




-- 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
Astral team
-- The companies amend their MarchAgreement, including extension
to June 1, 2013
-- Astral shareholders to receive a dividend of $0.50 per share
-- Learn more about Astral-Bell at
CanadiansDeserveMore.ca


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that it has formally withdrawn its request to the federal Cabinet for a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 Canada.



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.


About Astral

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.


About Bell

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 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 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
forward-looking statements.



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.


SOURCE BELL CANADA

BELL CANADA

CONTACT: Media inquiries: Marie-Eve Francoeur
Bell Media Relations
(514) 391-5263
marie-eve.francoeur@bell.ca
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



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