SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
Pursuant to Rule 13a-16 or 15d-16 under
the Securities Exchange Act of 1934
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For the month of: November 2014 |
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Commission File Number: 1-8481 |
BCE Inc.
(Translation of Registrants name into English)
1, Carrefour
Alexander-Graham-Bell, Verdun, Québec H3E 3B3, (514) 870-8777
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form
20-F ¨ Form 40-F x
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T
Rule 101(b)(7): ¨
Indicate by check mark whether by furnishing the information contained in
this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes ¨ No x
If Yes is marked, indicate below the file number assigned to the registrant in connection with
Rule 12g3-2(b):
Notwithstanding any reference to BCE Inc.s Web site on the World Wide Web in the documents attached hereto, the information
contained in BCE Inc.s site or any other site on the World Wide Web referred to in BCE Inc.s site is not a part of this Form 6-K and, therefore, is not furnished to the Securities and Exchange Commission.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
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BCE Inc. |
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/s/ Michel Lalande |
Name: Michel Lalande |
Title: Senior Vice-President General Counsel and Corporate Secretary |
Date: November 3, 2014.
EXHIBIT INDEX
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99.1 |
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Press Release November 3, 2014 |
Exhibit 99.1
BCE completes Bell
Aliant privatization, invests in Bell Aliant
brand and Atlantic Canada
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Dan McKeen named Vice Chair, Bell Aliant as the Atlantic team continues to serve customers in New Brunswick, Newfoundland and Labrador, Nova Scotia and PEI |
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Former Bell Aliant Chief Financial Officer Glen LeBlanc to become CFO of BCE and Bell Canada in 2015 |
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Bell Aliant director and Maritime Travel CEO Robert Dexter joins BCE Board of Directors |
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BCE has committed $2.1 billion in capital investment for broadband fibre and mobile network expansion across Atlantic Canada over the next 5 years |
MONTRÉAL and HALIFAX, November 3, 2014 BCE Inc. (TSX, NYSE: BCE) today announced the successful completion of its privatization of Bell
Aliant and the integration of its Atlantic Canada affiliate into BCEs national operations beginning today.
BCE also announced Dan McKeen as its new
Atlantic regional leader and the appointment of respected business executive and former Bell Aliant director Robert Dexter to the BCE Board of Directors.
BCE warmly welcomes Atlantic Canadas leading communications company to our national team. Together, well accelerate our strategy of
customer-focused broadband network and service investment that has transformed the Bell brand, said George Cope, President and CEO of BCE Inc. and Bell Canada. BCE is focused on delivering results for our customers, shareholders and
team, and thats what this transaction is all about. Today, Bell just got better.
Investing in Atlantic Canada
With a commitment to deliver world-class broadband communications products and customer service to Atlantic Canadians, Halifax-based Bell Aliant will continue
to provide customers in New Brunswick, Newfoundland and Labrador, Nova Scotia and Prince Edward Island with leading TV, Internet, home phone and business services.
BCE plans to invest $2.1 billion across all 4 Atlantic provinces over the next 5 years as part of its extensive rollout of broadband wireline and wireless
networks for consumers and business customers. This includes continued deployment of mobile 4G LTE service throughout the region, with more than 100 small towns and rural locations to benefit from enhanced 4G mobile service by the end of 2015. As
part of its national strategy to open new Canadian call centres, Bell announced 2 new centres in New Brunswick that will bring 700 more jobs into the Bell team.
In a competitive marketplace, BCE is committed to delivering the latest communications innovations to our customers as quickly, widely and efficiently
as possible. Bringing Bell Aliant fully into the national BCE organization enhances our broadband growth and leadership strategy by aligning network capital investments, broadening our national service capabilities, and increasing our operational
efficiency, said Mr. Cope.
BCE announced today that Dan McKeen has been named to the newly created positions of Vice Chair, Bell Aliant
and Senior Vice President, Residential Services, Bell Aliant. Formerly Bell Aliants Senior VP, Customer Solutions in charge of marketing, sales and customer contact centres, Mr. McKeen will lead Bells Atlantic presence from the
Halifax headquarters of Bell Aliant.
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As announced on October 14, 2014, Glen LeBlanc, formerly Chief Financial Officer of Bell Aliant, will
become CFO of BCE and Bell Canada when BCEs current Chief Financial Officer Siim Vanaselja retires in the second quarter of 2015. Until then, Mr. LeBlanc will serve as BCEs Senior Vice President, Finance.
Robert Dexter joins the BCE board
The Board of Directors
of BCE today announced the appointment of Robert Dexter, QC, as a director of BCE Inc. and Bell Canada. Formerly a director of Bell Aliant, Mr. Dexter will also serve as a member of BCEs Audit Committee and Pension Fund Committee.
Were very pleased that a respected business leader of Rob Dexters calibre has accepted our invitation to join the Board, said Tom
ONeill, Chair of the Board of BCE and Bell Canada. Our shareholders will be well served by his extensive experience in the communications sector, in corporate governance, and in the Atlantic Canada business and legal community.
Mr. Dexter is Chairman and Chief Executive Officer of Maritime Travel Inc. and Chairman of Sobeys Inc. and Empire Company Limited. Mr. Dexter
has extensive experience in the communications sector, having served as a director of Maritime Tel & Tel Limited from 1997 to 1999 prior to joining the Aliant and later the Bell Aliant boards. Mr. Dexter is also a director of High
Liner Foods Inc., Wajax Corporation and counsel to the law firm Stewart McKelvey.
Privatization of Bell Aliant completed
On July 23, 2014, BCE announced it would privatize its Bell Aliant affiliate by acquiring the interest of public minority shareholders for consideration
of approximately $3.95 billion. The transaction has now formally closed as BCE acquired the remaining 12,012,892 Bell Aliant common shares through a compulsory acquisition effective October 31, 2014 and now owns 100% of Bell Aliant common
shares.
Former Bell Aliant common shareholders who did not tender to BCEs common share offer and whose shares were therefore acquired by BCE
through the compulsory acquisition can make an election prior to 5:00 pm Eastern on November 10, 2014 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. Common shareholders who do not make a valid election prior to the election deadline will be deemed to have elected to receive $7.75 in cash and 0.4778 of a BCE common
share.
Following the election deadline, pro-ration information for the common shares acquired pursuant to the compulsory acquisition will be available at
BCE.ca/Investors/shareholder-info/bell-aliant-privatization.
Common shareholders must deliver their share certificates and a properly completed
letter of transmittal to CST Trust Company, at the office specified in the Notice of Compulsory Acquisition dated October 10, 2014, in order to receive payment. The Notice of Compulsory Acquisition and accompanying letter of transmittal are
available on Bell Aliants SEDAR profile at www.sedar.com and BCEs EDGAR profile at www.sec.gov.
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As a result of the amalgamation of Bell Aliant Preferred Equity Inc. (TSX: BAF) (Prefco), which was approved
by preferred shareholders on October 31, 2014 and became effective November 1, 2014, Prefco became a wholly owned subsidiary of Bell Aliant.
Bell Aliant common shares were de-listed from the Toronto Stock Exchange (TSX) on October 31, 2014 and the Bell Aliant preferred shares will be delisted
from the TSX at the close of trading today.
Caution Concerning Forward-Looking Statements
Certain statements made in this news release are forward-looking statements, including, but not limited to, the nature and value of investments expected to be
made in Atlantic Canada over the next 5 years, our network deployment plans, certain strategic and financial benefits expected to result from the Bell Aliant privatization, the integration of Bell Aliant into BCEs national operations, the
termination of Bell Aliants and Prefcos reporting issuer obligations, our business outlook, objectives, plans and strategic priorities, and other statements that are not historical facts. All such forward-looking statements are made
pursuant to the safe harbour provisions of applicable Canadian and United States 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 November 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.
The value of
investments expected to be made in Atlantic Canada over the next 5 years assumes that investments will continue at current levels. However, there can be no assurance that such investment levels will be maintained with the result that the value of
actual investments made in Atlantic Canada could materially differ from current expectations. In addition, there can be no assurance that the strategic and financial benefits expected to result from the Bell Aliant privatization will be fully
realized. Achieving such anticipated benefits depends, in part, on successfully consolidating functions and integrating operations, procedures and personnel in a timely and efficient manner. There can be no assurance that such consolidation and
integration will be successful.
For additional information on assumptions and risks underlying certain of the forward-looking statements made in this
news release, please consult BCEs 2013 annual MD&A dated March 6, 2014 (included in BCEs 2013 Annual Report), as updated in BCEs 2014 first quarter MD&A dated May 5, 2014 and BCEs 2014 second quarter
MD&A dated August 6, 2014 , filed with the Canadian securities regulatory authorities and with the SEC, and which are also available on BCEs website at BCE.ca.
Notice to U.S. Security Holders
This press release shall
not constitute an offer to sell or a solicitation of an offer to buy common shares 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 the common shares of Bell Aliant. This press release is not a substitute for the Registration Statement or any other
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documents that BCE has filed or may file with the SEC or has sent or may send to shareholders in connection with the compulsory acquisition. BEFORE MAKING ANY DECISIONS IN RESPECT OF THE
COMPULSORY ACQUISITION, COMMON SHAREHOLDERS OF BELL ALIANT 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 COMPULSORY ACQUISITION BECAUSE THEY CONTAIN
IMPORTANT INFORMATION ABOUT THE TRANSACTION. You will be able to obtain a free copy of the Registration Statement and other filings containing information about BCE at the SECs website at www.sec.gov.
About BCE
BCE is Canadas 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 Canadas premier multimedia company with leading
assets in television, radio, out of home and digital media, including CTV, Canadas #1 television network, and the countrys most-watched specialty channels. To learn more, please visit BCE.ca.
Bell Lets Talk promotes Canadian mental health with national awareness and anti-stigma campaigns, like Claras Big Ride for Bell Lets Talk
and Bell Lets 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.macissaac@bellaliant.ca
Investor inquiries:
Thane Fotopoulos
BCE Investor Relations
(514) 870-4619
thane.fotopoulos@bell.ca
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