Bell Acquires CTV

On April 1, 2011, BCE Inc. (“BCE”) completed its approximately $3.2 billion acquisition of the remaining 85 per cent interest in CTV Inc. (formerly CTVglobemedia Inc.) (“CTV”) that it did not already own in accordance with a transaction agreement (the “Transaction Agreement”) made as of September 10, 2010, between CTV, BCE, The Woodbridge Company Limited (“Woodbridge”), Ontario Teachers' Pension Plan Board (“Teachers'”) and Torstar Corporation (“Torstar”).

BCE acquired all of the Class A common shares of CTV held by each of Woodbridge, Teachers' and Torstar for an aggregate share purchase price of approximately $1.3 billion.

Including the value of BCE's 15 per cent interest, the transaction has an equity value of approximately $1.5 billion. Together with approximately $1.7 billion in proportionate debt, the total transaction value is approximately $3.2 billion.
BCE also acquired certain debt from Woodbridge and repa
id in full CTV's senior indebtedness, both of which constitute part of the approximately $1.7 billion in proportionate debt included in the transaction. As a component of the consideration paid, BCE issued 21,729,239 common shares of BCE to Woodbridge. In connection with the transaction, Woodbridge acquired direct ownership of The Globe and Mail Inc. in which BCE will retain a minority 15 per cent stake.

The BCE team was led by Michel Lalande, SVP, General Counsel, Ruby Barber, Assistant General Counsel, Mergers, Acquisitions and Alliances and Ildo Ricciuto, Assistant General Counsel, Financings & Compliance, with assistance from McCarthy Tétrault LLP, whose team included Garth Girvan, Robert Hansen, Amrit Sidhu, Paulina Tam and Stephanie Yarmo (M&A); Barry Ryan, Gordon Baird, Richard O'Doherty and Gabrielle Bélanger (financial services); Peter Grant, Grant Buchanan and Bram Abramson (regulatory); Donald Houston and Michelle Siu (competition) and Frédéric Harvey and Patrick McCay (tax).

The CTV team was led by André Serero, Executive Vice President, Business and Legal Affairs, and Kevin Assaff, Senior Vice President, Business and Legal Affairs.

The Woodbridge team was represented by Torys LLP, with a team that included Michael Siltala, Cornell Wright, Jackie Taitz, Erin Smart, Adrienne DiPaolo, Janelle Bowman and Zack Newton (corporate); James Welkoff, Kathy Moore and Catrina Card (tax); Jay Holsten and Sue-Anne Fox (competition); Tom Zverina (lending); Eric Boehm and Michelle Kisluk (IP) and Christina Medland and Mitch Frazer (employment).

Teachers' was represented by Stephen Solursh, Senior Legal Counsel Investments and a team from Stikeman Elliott LLP comprising Jeffrey Singer, Michael Burkett (M&A) and John Lorito (tax).
Torstar was represented by Marie Beyette, Senior Vice-President and General Counsel, with the support of Terry Burgoyne (M&A) and Judith Harris (tax) of Osler, Hoskin & Harcourt LLP.

Goodmans LLP acted as regulatory counsel to CTVglobemedia Inc. with a team comprising Robert Malcolmson and Monique McAlister (communications).