Canadian operator BCE has amended its agreement to acquire Astral Media and submitted a new proposal to the Canadian Radio-television and Telecommunications Commission (CRTC) for approval of the deal. Bell also announced that it has formally withdrawn its request to the federal Cabinet for a policy direction to the CRTC. Originally announced in March, the plan for Astral to join with Bell Media was subsequently approved by more than 99 percent of Astral shareholders and the Quebec Superior Court and is supported by a range of independent producers, advertisers, media companies and community and arts groups across Canada.
As a result of the amendments to the original agreement, the date for the closing of the transaction has been extended to 1 June 2013, with Astral and Bell each having a further right to postpone it to 31 July 2013. Bell's regulatory covenants have been modified, and Astral's board of directors has declared a cash dividend of CAD 0.50 per share on its class A non-voting shares and class B subordinate voting shares, payable 1 February 2013. The takeover price is unchanged under the amended agreement. Valued at CAD 3.38 billion, the transaction must be approved by the CRTC and the Competition Bureau.
As previously announced, French-language TV and radio assets would be led by the Astral team headquartered in Montreal. Jacques Parisien, currently Astral's executive vice president and COO, will join the Bell Media leadership team, and Astral president and CEO Ian Greenberg would join the BCE Board of Directors following the closing of the transaction.
On 18 October, the CRTC rejected the original submission by Astral and Bell for approval of the transaction. In that decision, the CRTC outlined the public interest concerns to be addressed and clarified its approach to calculating viewership thresholds when assessing transactions of this nature. As a result, viewership of media properties jointly owned with other companies must be included in the calculation, while viewership of US channels available in Canada must be excluded.
The new proposal to the CRTC by Astral and Bell addresses the commission's concerns and sets out the steps the companies would take to comply with the relevant viewership thresholds. Details of the new Astral-Bell proposal will be made available by the CRTC when it launches its public consultation on the application.
