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.
- 81.2% of Bell Aliant publicly held common shares and 72.7% of
Bell Aliant preferred shares tendered
- Immediate take-up of tendered shares and payment by
September 24
- Common Share offer extended until 5:00
pm Eastern on October 2 to
allow remaining Bell Aliant common shareholders to tender
- Completion of privatization expected on or about October 31
MONTRÉAL and HALIFAX,
Sept. 22, 2014 /CNW Telbec/ - BCE
Inc. (TSX : BCE) (NYSE : BCE) and Bell Aliant Inc. (TSX : BA)
today announced the successful completion of the initial phase of
BCE's offers to purchase all outstanding Bell Aliant publicly held
common shares and to exchange all outstanding Bell Aliant preferred
shares.
CST Trust Company, the depository for the offers, reported that,
as of 5:00 pm Eastern on September 19, 2014, a total of 103,486,954 Bell
Aliant common shares, representing approximately 81.2% of the
outstanding publicly held common shares, had been validly tendered
to BCE's offer and not withdrawn. BCE has taken up and expects to
pay for such shares on September 24,
2014, at which time pro-ration information related to the
cash and share alternatives will be available at
BCE.ca/Investors/shareholder-info/bell-aliant-privatization.
As all conditions of the common share offer have been satisfied,
and all regulatory approvals have been received, BCE's
privatization of Bell Aliant is expected to close on or about
October 31, 2014.
CST Trust Company also reported that, as of 5:00 pm Eastern on September 19, 2014, a total of 18,388,857
preferred shares of Bell Aliant Preferred Equity Inc. (TSX: BAF)
(Prefco), representing approximately 72.7% of the outstanding
preferred shares, had been validly tendered to BCE's offer and not
withdrawn. As all conditions of the preferred share offer have been
satisfied, the BCE preferred shares exchanged for tendered Prefco
preferred shares are expected to be issued on September 24, 2014 and to commence trading on the
Toronto Stock Exchange at the open of trading on the next day.
Additionally, BCE has extended the common share offer, in
accordance with its terms, to 5:00 pm
Eastern on October 2, 2014 in order
to enable holders of common shares who have not yet tendered to
deposit their shares to the offer prior to the completion of the
privatization of Bell Aliant. BCE expects to take up and accept for
payment all common shares tendered in the extension and deposit
payment for such shares with CST Trust Company on or before
October 7, 2014. Holders of common
shares who have validly deposited and not withdrawn their shares do
not need to take any further action to accept the offers.
If at least 90% of the publicly held common shares of Bell
Aliant are tendered to the offer following its extension, BCE
intends to acquire the balance of the common shares not tendered
through compulsory acquisition on or about October 31, 2014, as described in the offer and
circular dated August 14, 2014. If
less than 90% of the publicly held common shares are tendered by
October 2, 2014, BCE intends to
effect, and will hold sufficient votes to approve, a subsequent
acquisition transaction to acquire the remaining common shares at a
meeting of Bell Aliant shareholders to be held on October 31, 2014. BCE also intends to effect, and
will hold sufficient votes to approve (at a meeting of Prefco
shareholders to be held on October 31,
2014), a subsequent acquisition transaction to acquire the
remaining preferred shares.
Holders of common shares who have not yet tendered are urged to
tender their shares before the offers expire at 5:00 pm Eastern on October
2, 2014 in order to receive payment for their shares on or
before October 7, 2014 instead of
after October 31, 2014. In addition,
the tax treatment of holders of common shares resident in
Canada may be less favourable
under a subsequent acquisition transaction than under the offer.
Holders of common shares who have not yet tendered their shares are
urged to consult their tax advisors to determine the particular tax
consequences to them of not tendering their shares in the offer
before it expires at 5:00 pm Eastern
on October 2, 2014.
Any questions or requests for assistance in tendering to the
offers may be directed to the Depositary and Paying Agent, CST
Trust Company, at 1-866-271-6893 toll free in North America, or at 1-416-682-3860 outside of
North America, or by e-mail at
inquiries@canstockta.com, or to the Information Agent, CST Phoenix
Advisors, at 1-866-822-1244 toll free in North America, or at 1-201-806-7301 outside of
North America, or by e-mail at
inquiries@phoenixadvisorscst.com.
Copies of the offer documents, directors' circulars and any
other documents relating to the offers may be obtained free of
charge upon request to the Depositary or the Information Agent or
under Bell Aliant's and Prefco's SEDAR profiles at www.sedar.com.
Holders whose common 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 timing of payment for common shares and preferred shares
tendered to the offers, the timing for the listing of the BCE
preferred shares to be issued pursuant to the preferred share offer
and the timing and completion of any compulsory acquisition or
subsequent acquisition transaction. 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 September 22,
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.
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 which are
also available on BCE's website at BCE.ca.
Notice to U.S. Security Holders
The common share offer and the subsequent acquisition
transaction for the remaining preferred shares of Prefco, referred
to above, are for the securities of Canadian companies. The common
share offer and the subsequent acquisition transaction are 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 common
share offer and subsequent acquisition transaction, 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 has filed a
Registration Statement on Form F-8 with the SEC in respect of the
common share offer which contains the common share offer and
circular and will include the notice of extension thereof. BCE has
submitted a Form CB to the SEC in connection with the preferred
share offer that includes the preferred share offer and circular
and will include information relating to the meeting of preferred
shareholders of Prefco to approve the subsequent acquisition
transaction. This press release is not a substitute for the
Registration Statement or the Form CB or any other documents that
BCE may file with the SEC or has sent or may send to shareholders
in connection with the common share offer or the subsequent
acquisition transaction for the remaining preferred shares of
Prefco. BEFORE MAKING ANY DECISIONS IN RESPECT OF THE COMMON SHARE
OFFER OR THE SUBSEQUENT ACQUISITION TRANSACTION FOR REMAINING
PREFERRED SHARES, SECURITYHOLDERS ARE URGED TO READ THE
REGISTRATION STATEMENT OR FORM CB AND ALL OTHER RELEVANT
DOCUMENTS FILED OR THAT WILL BE FILED WITH THE SEC IN CONNECTION
WITH THE OFFER OR SUBSEQUENT ACQUISITION TRANSACTION BECAUSE THEY
CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT SUCH
TRANSACTIONS. 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, www.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 Canada 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.
Media inquiries:
BCE
Jean Charles Robillard
(514) 870-4739
jean_charles.robillard@bell.ca
Bell Aliant
Jennifer MacIsaac
(902) 225-3704
jennifer.macIsaac@bellaliant.ca
Investor inquiries:
BCE
Investor Relations
Toll-free: (800) 339-6353
investor.relations@bce.ca
Bell Aliant
Zeda Redden
Toll-free: (877) 487-5726
zeda.redden@bellaliant.ca
SOURCE Bell Canada