Bell receives Competition Bureau clearance for Astral transaction

Bell receives Competition Bureau clearance for Astral transaction


-- Competition further enhanced in Québec TV marketplace
-- Bell to retain 8 key pay and specialty TV services, 77 radio
stations, and Astral's national out-of-home advertising
business
-- Corus to acquire 6 TV services, as well as 2 radio stations,
for $400.6 million



MONTREAL, March 4, 2013 /CNW Telbec/ - BCE Inc. (Bell) today received
Competition Bureau clearance for the transaction that will join Astral
Media with Bell Media. The transaction also requires approval by the
Canadian Radio-television and Telecommunications Commission (CRTC).



The Competition Bureau's announcement is the result of an agreement
under which Bell will sell a number of Astral TV services. Bell Media
will retain 8 Astral TV services: the French-language SuperÉcran,
CinéPop, Canal Vie, Canal D, VRAK TV, and Z Télé, and English-language
services The Movie Network, which includes HBO Canada, and TMN Encore.



Major TV brands in Québec and across Canada, these high-quality pay and
specialty TV services are key to Bell Media's commitment to deliver the
best content across multiple platforms in innovative new ways. The
retained channels, along with retained radio and Astral's out-of-home
advertising business, represent approximately 77% of Astral's EBITDA
(earnings before interest, taxes, depreciation and amortization).



"This positive news from the Competition Bureau is a major step forward
in uniting Astral and Bell Media and delivering on our promise to grow
investment and competition in Canadian broadcasting," said George Cope,
President and CEO of BCE Inc. and Bell Canada. "This decision preserves
the tremendous value the transaction represents to consumers, the
Canadian media community, and Astral and Bell shareholders."



The divestitures respond to public interest concerns, including TV
viewership share, identified by the CRTC in its October 18 decision
rejecting Bell's original application seeking approval of the Astral
transaction. Bell's new application to the CRTC was filed on November
19 and later amended to reflect further divestitures. Overall, the
divestitures will result in Bell Media having a French-language viewing
share of 23.0%, below competitor Québecor's 30.5% share. In
English-language viewership, Bell Media will have a 35.7% share, 2.0%
more than Bell Media's current share.



"The commitment to broadcasting investment and innovation by Astral and
Bell Media, and Corus's further expansion into the Québec marketplace,
underscores the growing competitiveness in the Canadian broadcasting
industry," said Kevin Crull, President of Bell Media. "We now look
forward to demonstrating the many benefits of the transaction to the
CRTC and all Canadians."



Under both the consent agreement with the Competition Bureau and the
amended filing with the CRTC, Bell has committed to sell the following
TV assets:



-- Corus will acquire Astral's share of 6 TV joint ventures: the
bilingual Teletoon/Télétoon service, English-language Teletoon
Retro and Cartoon Network (Canada), and French-language
Télétoon Rétro, Historia and Séries+. Corus will also acquire
two Astral radio stations in Ottawa - CKQB-FM and CJOT-FM - as
part of Bell's radio divestitures required under the CRTC's
radio ownership policies. Valued at a total of $400.6 million,
the Corus transaction is also subject to applicable regulatory
approvals.


-- Bell will also sell the English-language Family (including
Disney Junior English) and Disney XD services, and the
French-language Disney Junior, Musimax and MusiquePlus
services, through an auction process that is now under way.




Consistent with the CRTC's policy on radio ownership, Bell is also
divesting 10 English-language radio stations: Astral FM stations CHHR
and CKZZ (Vancouver), CFQX (Winnipeg) and CHBM (Toronto); Bell Media FM
stations CKCE (Calgary), CHIQ (Winnipeg) and CFXJ (Toronto); Astral AM
station CISL (Vancouver); and the two Astral FM stations in Ottawa that
Corus has agreed to buy. An auction process is now under way for the
remaining 8 stations.



Astral and Bell heard the loud and clear desire of Montréal sports fans
to retain TSN Radio 690 as an English-language sports station (Bell had
earlier proposed to convert the station to a French-language RDS sports
station to meet CRTC rules). Bell has filed a separate application with
the CRTC requesting an exception from application of the common
ownership policy to allow the continued operation of TSN Radio 690 by
Bell Media as an English-language sports station.



Originally announced in March 2012, the $3.38-billion transaction to
join Astral and Bell Media was approved by shareholders representing
more than 99% of Astral shares and the Québec Superior Court. Due to
the need for regulatory approvals, Astral and Bell on November 19, 2012
extended the outside date for closing the transaction to June 1, 2013,
with both Astral and Bell having the right to postpone it further to
July 31, 2013.


About Astral

Founded in 1961, Astral Media Inc. (TSX: ACM.A/ACM.B) is one of Canada's
largest media companies. It operates several media properties - pay and
specialty television, radio, out-of-home advertising, and digital -
that are among the most popular in the country. Astral plays a central
role in community life across the country by offering diverse, rich,
and vibrant programming that meets the tastes and needs of consumers
and advertisers alike. To learn more about Astral, please visit Astral.com.


About Bell

Headquartered in Montréal since its founding in 1880, Bell is Canada's
largest communications company, providing consumers and business with
solutions to all their communications needs with Bell TV, Bell
Mobility, Bell Internet, Bell Home Phone, and Bell Business Markets
services. Bell Media is Canada's premier multimedia company with
leading assets in television, radio and digital media. Bell is wholly
owned by Montréal's BCE Inc. (TSX, NYSE: BCE). For more information,
please visit Bell.ca.



The Bell Let's Talk mental health Initiative is a national charitable
and awareness program promoting mental health across Canada with the
Bell Let's Talk Day anti-stigma campaign and significant Bell funding
of community care and access, research, and workplace initiatives. To
learn more, please visit Bell.ca/LetsTalk.


Caution Concerning Forward-Looking Statements

Certain statements made in this news release, including, but not limited
to, statements relating to the proposed acquisition by BCE Inc. (BCE)
of Astral Media Inc. (Astral), the proposed sale by BCE to Corus
Entertainment Inc. (Corus) of Astral's share of certain TV joint
ventures and certain radio stations, the proposed auction process for
the sale of certain TV assets and radio stations, certain benefits
expected to result from the above-mentioned proposed transactions,
BCE's plans and objectives, and other statements that are not
historical facts, are forward-looking. Forward-looking statements, by
their very nature, are subject to inherent risks and uncertainties and
are based on several assumptions 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 you are cautioned not to place undue
reliance on these forward-looking statements.

The forward-looking statements contained in this news release describe 
our expectations at the date of this news release and, accordingly, are
subject to change after such date. Except as may be required by
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. Forward-looking statements are provided herein for the
purpose of giving information about the proposed transactions referred
to above and their expected impact. Readers are cautioned that such
information may not be appropriate for other purposes. The completion
of the above-mentioned proposed transactions is subject to customary
closing conditions, termination rights and other risks and
uncertainties including, without limitation, regulatory approvals,
including approval by the CRTC and, in the case of the proposed sale
transaction affecting Astral's share of certain TV joint ventures to
Corus and the proposed sale transactions affecting TV assets and
certain radio stations resulting from an auction process, the
Competition Bureau. Accordingly, there can be no assurance that the
proposed transactions will occur, or that they will occur on the terms
and conditions currently contemplated by this news release. The
proposed transactions could be modified, restructured or terminated.
There can also be no assurance that the benefits expected to result
from the above-mentioned proposed transactions will be fully realized.
For additional information with respect to certain of these and other
assumptions and risks relating to BCE's proposed acquisition of Astral,
please refer to BCE's 2012 quarterly MD&As , and BCE's Safe Harbour
Notice Concerning Forward-Looking Statements dated February 7, 2013,
filed with the Canadian securities commissions (available at www.sedar.com) and with the U.S. Securities and Exchange Commission (available at www.sec.gov). These documents are also available on BCE's website at www.bce.ca.


SOURCE Bell Canada

Bell Canada

CONTACT: For media inquiries:  Jacqueline Michelis
Bell Media Relations
1 855-785-1427
jacqueline.michelis@bell.ca
@Bell_News Investor inquiries:
Thane Fotopoulos
BCE Investor Relations
(514) 870-4619
thane.fotopoulos@bell.ca 



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