BCE Sells Controlling Interest in BCE Emergis

On May 26, 2004, BCE Inc. sold its controlling interest in BCE Emergis Inc. through the issuance of 65,906,781 subscription receipts. Each subscription receipt entitled the holder to acquire one common share of BCE Emergis, upon the unconditional declaration by BCE Emergis of a special cash distribution of $1.45 per common share to its shareholders which condition was satisfied at a special shareholders’ meeting held on June 16, 2004. The subscription receipts were sold to a syndicate of underwriters led by National Bank Financial Inc. at $5.40 per subscription receipt, for gross proceeds of approximately $356 million.
BCE was represented in-house by Martine Turcotte, chief legal officer, assisted by Mark Hounsell, Ildo Ricciuto and Alain Dussault; and by Davies Ward Phillips & Vineberg, with a team that included J-P. Bisnaire, Maryse Bertrand, Peter Hong, Olivier Désilets, Darren Wasylucha, Ivana Gotzeva and Sébastien Roy (corporate finance and securities) and K.A. Siobhan Monaghan and Duncan Osborne (tax). Davis Polk & Wardwell acted as US counsel to BCE, with a team comprised of Alan Dean, Mario Verdolini and Avrohom Gelber.
BCE Emergis was represented in-house by Monique Mercier, executive vice-president, law and corporate secretary, and John Sypnowich; assisted, in Canada, by a Montreal-based Ogilvy Renault team comprised of Francis Legault, Solomon Sananes and Marie-France Nantel (corporate), Andrew Bleau, Steve Kelly, and Jules Charette (tax); and in the US by Edwin Maynard, Andrew Foley, Sheila Gibb, and David Sicular and John Harrell (tax) of Paul, Weiss, Rifkind, Wharton & Garrison. The Independent Committee of the Board of Directors of BCE Emergis was represented by Robert Paré, Michel Boislard and Daniel Yelin as well as Alain Ranger (tax) of Fasken Martineau DuMoulin.
The underwriters were represented by Goodmans, with a team that included Jonathan Lampe, Neill May, Grant McGlaughlin, Corie Garbati and Piran Thillainathan (corporate) and Alan Bowman (tax). Richard Raymer of Hodgson Russ advised the underwriters on US matters.


Francis R. Legault Peter S. Hong Maryse Bertrand Neill I. May Avrohom Gelber J-P. Bisnaire Richard Raymer Scott Calderwood Solomon Sananes Duncan G. Osborne Mario J. Verdolini Ivana Gotzeva Alan Bowman Piran Thillainathan Sébastien Roy Jules Charette Marie-France Nantel Edwin S. Maynard David R. Sicular Sheila Gibb Michel Boislard Jonathan Lampe Grant E. McGlaughlin Alain Ranger Stephen J. Kelly Alan Dean Olivier Désilets Daniel Yelin Andrew Bleau


Davies Ward Phillips & Vineberg LLP Davis Polk & Wardwell Norton Rose Fulbright Canada LLP Paul, Weiss, Rifkind, Wharton & Garrison LLP Fasken Martineau DuMoulin LLP Goodmans LLP Hodgson Russ LLP