Astral enters into definitive agreement for acquisition by Bell
March 15 2012 - 7:32PM
PR Newswire (Canada)
MONTREAL, March 16, 2012 /CNW Telbec/ - Astral Media Inc. today
announced that it has entered into a definitive agreement with BCE
Inc. ("Bell") for the sale of the Company through the acquisition
of all of its issued and outstanding shares. Upon closing of this
transaction, Bell will acquire all of Astral's pay and specialty
television services, radio stations, digital media properties and
out-of-home advertising activities. The transaction is valued at
approximately $3.38 billion, including net debt of $380 million,
and will be funded with a combination of cash (approximately 75% of
the equity purchase price) and BCE common equity (approximately 25%
or $750 million), with Bell retaining the right to replace shares
with cash, in whole or in part, at closing. Bell will acquire all
Class A Non-Voting Shares of Astral for $50 per share, representing
a premium of 39% based on Astral's volume-weighted average closing
share price on the TSX for the last five trading days, for a total
consideration of approximately $2.8 billion. Bell 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. "This is an
exciting moment in the history of Astral," said Ian Greenberg,
President and CEO. "We believe that the transaction with Bell is an
excellent opportunity for Astral, its shareholders and employees.
After 15 years as commercial partners, we know each other well and
share many important values. The fit between our two companies is a
natural and I look forward to seeing our brands become even
stronger as part of the Bell family." "Astral is very proud of its
heritage. We owe our success to our talented and dedicated team at
all levels. On behalf of the Greenberg family and Astral's Board of
Directors, I would like to thank all our employees across the
different regions of Canada. Without their commitment and hard
work, we could not have achieved this level of success," concluded
Mr. Greenberg. "Bell welcomes Astral and its strong team of media
professionals, who have built an outstanding national media
business, especially in the competitive Québec marketplace. Ian
Greenberg is a renowned champion of Canadian broadcasting and we
look forward to welcoming him to our Board of Directors when the
transaction closes," said George Cope, President and CEO of Bell
Canada and BCE Inc. "This transaction further accelerates Bell's
strategy to deliver leading content like Astral's across our
world-leading networks to all the broadband screens - TV,
smartphone, tablet or computer - that our customers may choose."
The Board of Directors of Astral, acting on the unanimous
recommendation of the Special Committee comprised solely of
independent directors, has unanimously approved the transaction and
recommends that Astral shareholders approve it. All holders of
Special Shares and the largest minority holder of Class B
Subordinate Voting Shares, collectively representing a majority of
the voting shares of Astral, have entered into agreements with Bell
supporting the transaction. The financial advisor to the Special
Committee of the Board of Directors of Astral provided an opinion
that the consideration proposed to be paid to Astral shareholders
is fair from a financial point of view. The definitive agreement
between Bell and Astral provides for a non-solicitation covenant on
the part of Astral, subject to customary "fiduciary out"
provisions, and a right in favour of Bell to match any superior
proposal. A termination fee of $100 million is payable to Bell in
certain circumstances, including if it fails to exercise its right
to match in the context of a superior proposal supported by Astral.
The transaction is subject to customary closing conditions,
including shareholder and regulatory approvals and a reverse break
fee of up to $150 million would be payable by Bell to Astral if the
transaction does not close for regulatory reasons. The transaction
will be implemented by way of a plan of arrangement under the
Canada Business Corporations Act. Shareholders will be asked to
vote on the transaction at a special meeting to be held on or prior
to May 25, 2012. A proxy circular will be prepared and mailed to
shareholders over the coming weeks providing shareholders with
important information about the transaction. A material change
report, which provides more details on the transaction, will be
filed with the Canadian securities regulatory authorities and will
be available at www.sedar.com. Stikeman Elliott LLP is acting as
legal advisor to Astral and Goodmans LLP is acting as independent
legal advisor to the Special Committee. RBC Capital Markets is
acting as exclusive financial advisor to Astral and National Bank
Financial is acting as independent financial advisor to the Special
Committee. Call with Financial Analysts A conference call for
financial analysts will be held to discuss the Astral acquisition
on Friday, March 16 at 8:30 a.m. (Eastern). Media are welcome to
participate on a listen-only basis. To participate, please dial or
toll-free 1-866-223-7781 shortly before the start of the call. A
replay will be available for one week by dialing 1-800-408-3053 and
entering passcode 6700965#. A live audio webcast of the call will
be available on BCE's website at
http://www.bce.ca/investors/investorevents/all/show/bce-announcement.
This press release contains certain forward-looking statements
concerning the future performance of the Company, including, but
not limited to, statements relating to the proposed acquisition by
BCE Inc. of all of the issued and outstanding shares of the
Company. These forward-looking statements are based on current
expectations. We caution that all forward-looking information is
inherently uncertain and actual results may differ materially from
the assumptions, estimates or expectations reflected or contained
in the forward-looking information, and that actual future
performance will be affected by a number of factors, including
technological change, economic conditions, regulatory change,
competitive factors and changes in accounting rules or standards,
many of which are beyond the Company's control. We disclaim any
intention or obligation to update or revise any forward-looking
statements. The completion of the above-mentioned proposed
transaction is subject to customary closing conditions, termination
rights and other risks and uncertainties including, without
limitation, any required regulatory approvals, including approval
by the CRTC, Competition Bureau and TSX. Accordingly, there can be
no assurance that the proposed transaction will occur, or that it
will occur on the terms and conditions contemplated in this news
release. The proposed transaction could be modified, restructured
or terminated. About Astral Founded in 1961, Astral Media Inc. 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
BCE Inc. is Canada's largest communications company, with the Bell
and Bell Aliant brands providing a comprehensive and innovative
suite of broadband wireless and wireline communication services to
residential and business customers across Canada. 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. For BCE corporate information, please visit BCE.ca. For
Bell product and service information, please visit Bell.ca. For
Bell Media, please visit BellMedia.ca. SOURCE ASTRAL MEDIA INC.
Image with caption: "Bell to acquire Astral Media inc. George Cope,
President and CEO of BCE Inc. and Bell Canada Ian Greenberg,
President and CEO of Astra Media (CNW Group/ASTRAL MEDIA INC.)".
Image available at:
http://photos.newswire.ca/images/download/20120316_C4982_PHOTO_EN_11236.jpg
ASTRAL MEDIA INC. CONTACT: Media:Alain BergeronMedia
RelationsAstral514-862-8324abergeron@bcp.caAnalysts and
investors:Robert FortierVice-President, Finance and Chief Financial
OfficerAstral Media Inc.514-939-5000rfortier@astral.com
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