Bell Acquires Astral Media

BCE Inc. announced the completion of its $3.2-billion acquisition of Astral Media Inc. Pursuant to a plan of arrangement, Bell acquired all Class A non-voting shares of Astral for $50 per share for a total cash consideration of approximately $2.8 billion; all Class B subordinate voting shares of Astral for $54.83 per share for a total cash consideration of approximately $151 million; and all special shares of Astral for a total cash consideration of $50 million.

Originally announced on March 16, 2012, the transaction to unite Astral and Bell Media was approved by Astral shareholders on May 24, 2012. All regulatory approvals for the transactions were obtained on June 27, 2013, following an amended filing with the CRTC and a consent agreement with the Competition Bureau entered into in March 2013.

As a result of the transaction, Bell Media acquired eight specialty and pay TV services, two over-the-air TV stations, 77 radio stations, and the Astral Out-of-Home advertising division.

Bell was represented by an in-house team led by Mirko Bibic and included Michel Lalande, Martin Cossette and Jean-François Laroche (corporate/securities); Ildo Ricciuto (financing), Kevin Goldstein and Pierre-Luc Hébert (regulatory) and Wayne Tunney and Pierre Potvin (tax); and with assistance from McCarthy Tétrault LLP with a team led by Frédéric Cotnoir and Gary Girvan, which included Stephanie Lee, Benjamin Silver, Fraser Bourne, Michèle Lefaivre, Jérôme Turcotte Routhier (corporate/securities); Barry Ryan, Gordon Baird, Richard O'Doherty, Laurent Gauthier (financial services); Frédéric Harvey, Christian Meighen, Annie Mailhot-Gamelin (tax) and Grant Buchanan and Bram Abramson (regulatory - CRTC); and Blake, Cassels & Graydon LLP with a team of Brian Facey, Micah Wood and Mark Graham (competition matters).

Astral was represented by an in-house team led by Jocelyn Côté and included Brigitte Catellier, Nathalie Dorval, Dany Meloul, Claude Laflamme, Marie-Josée Henri and Megan O'Neail. External assistance was provided by Stikeman Elliott LLP with a team led by Sidney Horn and Robert Carelli that included Sophie Lamonde, Hadrien Montagne, Aniko Pelland, David Tardif, Olivier Godbout (corporate/securities); Marc-André Coulombe and Frédéric Paré (plan of arrangement); Luc Bernier, Franco Gadoury and Éric Lévesque (tax); David Elder (regulatory - CRTC) and Paul Collins, Susan Hutton and Paul Beaudry (competition matters).

Astral's special committee was represented by Goodmans LLP with a team of Dale Lastman, Robert Vaux and Chris Sunstrum (corporate/M&A), and Richard Annan (competition) and Michael Koch (communications).

The controlling shareholder of Astral, Abgreen Holdings Ltd., a company wholly owned by the Greenberg family, was represented by Blakes with a team of Denis Boudreault and Norm Saibil (corporate) and John Leopardi and Jeffrey Shafer (tax). Certain members of the Greenberg family were represented by Davies Ward Phillips & Vineberg LLP with a team of Richard Cherney, Sam Minzberg, Rhonda Rudick, Olivier Désilets and Olivier Fournier.

Comweb Media, a shareholder of Astral, wholly owned by Paul Bronfman, was represented by Dentons Canada LLP with a team of Laurence Geringer and Alicia Wood.

A portion of the cash consideration payable for the acquisition in the amount of $1 billion was made available to BCE by way of a draw on its credit facilities with a lending syndicate led by Bank of Montreal. Bank of Montreal was represented by Borden Ladner Gervais LLP with a team of Kenneth Atlas and Glen Bowman.