DAILY NEWS Mar 16, 2012 7:42 AM - 0 comments

BREAKING NEWS -- Astral Enters Agreement to Be Acquired by Bell

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2012-03-16

Astral Media Inc. today announced that it has entered into a definitive agreement with BCE Inc. for the sale of the Company through the acquisition of all of its issued and outstanding shares. Upon closing of this transaction, Bell will acquire all of Astral's pay and specialty television services, radio stations, digital media properties and out-of-home advertising activities.

The transaction is valued at approximately $3.38 billion, including net debt of $380 million, and will be funded with a combination of cash (approximately 75% of the equity purchase price) and BCE common equity (approximately 25% or $750 million), with Bell retaining the right to replace shares with cash, in whole or in part, at closing.

Bell will acquire all Class A Non-Voting Shares of Astral for $50 per share, representing a premium of 39% based on Astral's volume-weighted average closing share price on the TSX for the last five trading days, for a total consideration of approximately $2.8 billion. Bell will also acquire all Class B Subordinate Voting Shares for $54.83 per share, for a total consideration of approximately $151 million, and all Special Shares for a total consideration of $50 million.

"This is an exciting moment in the history of Astral," said Ian Greenberg, President and CEO. "We believe that the transaction with Bell is an excellent opportunity for Astral, its shareholders and employees. After 15 years as commercial partners, we know each other well and share many important values. The fit between our two companies is a natural and I look forward to seeing our brands become even stronger as part of the Bell family."

"Astral is very proud of its heritage. We owe our success to our talented and dedicated team at all levels. On behalf of the Greenberg family and Astral's Board of Directors, I would like to thank all our employees across the different regions of Canada. Without their commitment and hard work, we could not have achieved this level of success," concluded Mr. Greenberg.

"Bell welcomes Astral and its strong team of media professionals, who have built an outstanding national media business, especially in the competitive Québec marketplace. Ian Greenberg is a renowned champion of Canadian broadcasting and we look forward to welcoming him to our Board of Directors when the transaction closes," said George Cope, President and CEO of Bell Canada and BCE Inc. "This transaction further accelerates Bell's strategy to deliver leading content like Astral's across our world-leading networks to all the broadband screens - TV, smartphone, tablet or computer - that our customers may choose."

The Board of Directors of Astral, acting on the unanimous recommendation of the Special Committee comprised solely of independent directors, has unanimously approved the transaction and recommends that Astral shareholders approve it. All holders of Special Shares and the largest minority holder of Class B Subordinate Voting Shares, collectively representing a majority of the voting shares of Astral, have entered into agreements with Bell supporting the transaction. The financial advisor to the Special Committee of the Board of Directors of Astral provided an opinion that the consideration proposed to be paid to Astral shareholders is fair from a financial point of view.

The definitive agreement between Bell and Astral provides for a non-solicitation covenant on the part of Astral, subject to customary "fiduciary out" provisions, and a right in favour of Bell to match any superior proposal. A termination fee of $100 million is payable to Bell in certain circumstances, including if it fails to exercise its right to match in the context of a superior proposal supported by Astral.

The transaction is subject to customary closing conditions, including shareholder and regulatory approvals and a reverse break fee of up to $150 million would be payable by Bell to Astral if the transaction does not close for regulatory reasons. The transaction will be implemented by way of a plan of arrangement under the Canada Business Corporations Act. Shareholders will be asked to vote on the transaction at a special meeting to be held on or prior to May 25, 2012.

A proxy circular will be prepared and mailed to shareholders over the coming weeks providing shareholders with important information about the transaction. A material change report, which provides more details on the transaction, will be filed with the Canadian securities regulatory authorities and will be available at www.sedar.com.

Stikeman Elliott LLP is acting as legal advisor to Astral and Goodmans LLP is acting as independent legal advisor to the Special Committee. RBC Capital Markets is acting as exclusive financial advisor to Astral and National Bank Financial is acting as independent financial advisor to the Special Committee.


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