- Updated application for transaction approval addresses CRTC concerns, including viewership share criteria and improved tangible benefits package
- Astral joining Bell Media will deliver more choice for consumers, more investment in radio and TV, more opportunities for creators, and more competition in Canadian broadcasting
- Québec content development to be led by the Montréal-based Astral team
- The companies amend their March Agreement, including extension to June 1, 2013
- Astral shareholders to receive a dividend of $0.50 per share
- Learn more about Astral-Bell at CanadiansDeserveMore.ca
Nov. 19, 2012
/CNW Telbec/ - Astral Media Inc. (Astral) and BCE Inc. (Bell) today announced that they have amended their Arrangement Agreement and submitted a new proposal to the Canadian Radio-television and Telecommunications Commission (CRTC) for approval of Bell's acquisition of Montréal-based Astral. Bell also announced that it has formally withdrawn its request to the federal Cabinet for a policy direction to the CRTC.
"We heard Canadians and the CRTC loud and clear - they want assurance that Astral joining with Bell Media will directly benefit consumers and creators. We're ready to deliver more choice for listeners and viewers, more opportunity for content creators, and more competition for the broadcasting industry," said
, Bell's President and CEO. "Bell and Astral are happy to move forward with a new proposal that benefits all Canadians, in both official languages, in communities large and small across the nation, with new ideas, new funding and new choices."
"The Canadian broadcasting industry is undergoing rapid change, and Astral and Bell are committed to making sure that the consumer always comes first," said
, President and CEO of Astral Media. "Considering the rapidly changing media landscape, including the accelerating impact of foreign broadcasters on the Canadian media scene, constant investment and innovation is required to develop and showcase the best content and to ensure TV viewers and radio listeners are entertained and informed in the ways that they want. Together, Astral and Bell Media have the scale to invest, compete and deliver on the opportunities ahead for all Canadians."
Originally announced in
, the plan for Astral to join with Bell Media was subsequently approved by more than 99% of Astral shareholders and the Québec Superior Court, and is supported by a range of independent producers, advertisers, media companies, and community and arts groups across Canada.
As a result of the amendments made to the terms of the original Arrangement Agreement between Astral and Bell, the outside date for the closing of the transaction has been extended to
June 1, 2013
with each of Astral and Bell having a further right to postpone it to
July 31, 2013
. Bell's regulatory covenants have been modified and Astral's board of directors has declared a cash dividend of
per share on its class A non-voting shares and class B subordinate voting shares, payable on
February 1, 2013
to shareholders of record at the close of business on
January 15, 2013
. The consideration payable to Astral shareholders remains unchanged under the Amended Agreement. Holders of class A non-voting shares and class B subordinate voting shares of Astral will receive cash or a combination of cash and up to
of BCE common shares, representing a value of
per share, respectively. Valued at
, the transaction must be approved by the CRTC and the Competition Bureau.
As previously announced, French-language TV and radio assets would be led by the Astral team headquartered in Montréal, and
, currently Astral's Executive Vice President and COO, will join the Bell Media leadership team managing a broad portfolio of assets across the country. Astral President and CEO
would join the BCE Board of Directors following the closing of the transaction.
, the CRTC rejected the original submission by Astral and Bell for approval of the transaction. In that decision, the CRTC outlined the public interest concerns to be addressed and clarified its approach to calculating viewership thresholds when assessing transactions of this nature. As a result, viewership of media properties jointly owned with other companies must be included in the calculation, while viewership of U.S. channels available in
must be excluded.
The new proposal to the CRTC by Astral and Bell addresses the commission's concerns and sets out the steps the companies would take to comply with the relevant viewership thresholds. The proposal also includes a revised package of tangible benefits to support the creation of exceptional Canadian TV and radio content, promote homegrown talent in a multi-platform universe, and foster consumer engagement in the broadcasting system. In addition, given passionate listener response to Bell's earlier proposal regarding TSN Radio 690 (CKGM), Bell has asked for an exception to the CRTC's Radio Common Ownership Policy to enable the Montréal station to continue to operate as an English-language sports talk radio channel.