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
share.
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The offers will be open for acceptance until 5:00 pm Eastern on September 19, 2014, unless extended or withdrawn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 inquiries@canstockta.com; 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
inquiries@phoenixadvisorscst.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 securities laws.
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 otherwise.
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 662/3% 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 Bell.ca/LetsTalk.
SOURCE BCE Inc.