Astral Media Inc. today announced that its shareholders have approved the previously announced acquisition of all of its issued and outstanding shares by BCE Inc. pursuant to a plan of arrangement under section 192 of the Canada Business Corporations Act at the special meeting of shareholders of Astral, held today in Montréal. The Arrangement was approved by 99.84% of the votes cast by holders of Class A non-voting shares (including 99.83% of the votes cast by disinterested holders of Class A non-voting shares), 99.95% of the votes cast by holders of Class B subordinate voting shares (including 99.85% of the votes cast by disinterested holders of Class B subordinate voting shares), and 100% of the votes cast by holders of special shares of Astral.
“I am very pleased by the overwhelming support of Astral’s shareholders in favor of the arrangement. This enthusiastic support aptly reflects the value that the negotiated agreement represents for all Astral shareholders,” said Ian Greenberg, Astral’s President and Chief Executive Officer. “I look forward to continuing to work in close collaboration with Bell’s team towards securing regulatory approvals for the transaction and its completion later in 2012.”
The Arrangement is also subject to approval by the Québec Superior Court at a final hearing which has been scheduled to be held tomorrow, May 25, 2012, at the Montréal Courthouse, in Montréal, Québec at 9:00 a.m. or as soon thereafter as counsel may be heard. It is anticipated that the Arrangement will be completed in the second half of 2012 subject to, without limitation, court approval as set forth above and required regulatory approvals.
Prior to the Meeting, Astral determined not to submit to a vote the ordinary resolution relating to the approval of an allocation to Astral’s President and Chief Executive Officer under the bonus and retention plan based on the proxies received prior to the Meeting.