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,
Oct. 3, 2014 /CNW Telbec/ - BCE Inc.
(TSX, NYSE: BCE) and Bell Aliant Inc. (TSX: BA) today announced the
final results 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 October 2, 2014, more than 90% of the publicly
held Bell Aliant common shares as of the date of the offer had been
validly tendered to BCE's offer and not withdrawn. BCE has taken up
and expects to pay for tendered shares not previously acquired on
October 7, 2014, at which time
pro-ration information related to the cash and share alternatives
for the common shares tendered during the extension will be
available at
http://www.BCE.ca/Investors/shareholder-info/bell-aliant-privatization.
The common share offer expired at 5:00
pm Eastern on October 2, 2014
and the preferred share offer expired at 5:00 pm Eastern on September 19, 2014.
With over 90% of the outstanding publicly held common shares of
Bell Aliant tendered, BCE will proceed to acquire the balance of
the common shares not tendered through a compulsory acquisition as
described in the offer and circular dated August 14, 2014, copies of which are available at
www.sedar.com.
A notice of compulsory acquisition is expected to be mailed in
mid-October to holders of common shares who did not tender their
shares to the offer. The compulsory acquisition is expected to be
completed on or about October 31,
2014.
BCE has entered into an agreement with Bell Aliant Preferred
Equity Inc. (TSX: BAF) (Prefco) to effect an amalgamation of
Prefco with a newly incorporated, wholly owned subsidiary of
BCE. Upon implementation:
- holders of Prefco preferred shares (other than shareholders who
properly exercise their right of dissent in respect of the
amalgamation) will receive for their shares the same consideration
as was paid by BCE for preferred shares pursuant to the preferred
share offer; and
- Prefco will become a wholly owned subsidiary of BCE.
A special meeting of the Prefco preferred shareholders will be
held on October 31, 2014 at
9:30 am Atlantic to consider the
amalgamation. BCE intends to vote all of the preferred shares that
it owned as of September 30, 2014,
the record date for the meeting, in favour of the amalgamation,
which will be sufficient to approve the amalgamation and complete
the privatization of Prefco.
The notice of meeting, accompanying management information
circular and related meeting material, which contain full details
of the amalgamation, will be mailed to Prefco preferred
shareholders on or about October 7,
2014. The meeting materials will also be available on SEDAR
at www.sedar.com and on EDGAR at www.sec.gov.
Subject to the terms and conditions of the amalgamation
agreement, the amalgamation is expected to become effective on or
about October 31, 2014. Prefco
preferred shareholders will receive the same newly issued BCE
preferred shares, with the same financial terms as the existing
Prefco preferred shares, that were received by preferred
shareholders who tendered to the preferred share offer.
The previously announced special meeting of Bell Aliant Inc.
common shareholders scheduled for October
31, 2014 has been cancelled.
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 meeting of Prefco shareholders, the timing and completion of
the compulsory acquisition and of the amalgamation and the timing
of payment for common shares tendered to the common share offer and
to be acquired pursuant to the compulsory acquisition. 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 October 3,
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
releases dated July 23, 2014 and
September 22, 2014 regarding the
privatization of 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 compulsory
acquisition and amalgamation involve the securities of Canadian
companies. The compulsory acquisition and amalgamation are subject
to Canadian disclosure requirements that are different from those
of the United States. Financial
statements included or incorporated by reference in the documents
filed by BCE with the SEC in connection with the prior offers and
to be filed in connection with the amalgamation have been prepared
in accordance with IFRS, which differ from U.S. 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 acquire securities otherwise than pursuant to the
compulsory acquisition or the amalgamation, 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 its
acquisition of common shares of Bell Aliant which will contain the
notice of compulsory acquisition. BCE has submitted a Form CB to
the SEC in connection with its acquisition of preferred shares of
Prefco that will include information relating to the meeting of
preferred shareholders of Prefco to approve the amalgamation of
Prefco with a wholly owned subsidiary of BCE. 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,
the preferred share offer, the compulsory acquisition or the
amalgamation. BEFORE MAKING ANY DECISIONS IN RESPECT OF THE
COMPULSORY ACQUISITION OR THE AMALGAMATION, 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 COMPULSORY ACQUISITION OR THE AMALGAMATION
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 Aliant Inc.