Click here to close now.

Welcome!

Agile Computing Authors: Liz McMillan, Michael Kanasoot, Lori MacVittie, Kevin Benedict, SmartBear Blog

News Feed Item

Astral and Bell submit new proposal for CRTC approval

  • Updated application for transaction approval addresses CRTC concerns, including viewership share criteria and improved tangible benefits package
  • Astral joining Bell Media will deliver more choice for consumers, more investment in radio and TV, more opportunities for creators, and more competition in Canadian broadcasting
  • Québec content development to be led by the Montréal-based Astral team
  • The companies amend their March Agreement, including extension to June 1, 2013
  • Astral shareholders to receive a dividend of $0.50 per share
  • Learn more about Astral-Bell at CanadiansDeserveMore.ca

MONTREAL, Nov. 19, 2012 /CNW Telbec/ - Astral Media Inc. (Astral) and BCE Inc. (Bell) today announced that they have amended their Arrangement Agreement and submitted a new proposal to the Canadian Radio-television and Telecommunications Commission (CRTC) for approval of Bell's acquisition of Montréal-based Astral. Bell also announced that it has formally withdrawn its request to the federal Cabinet for a policy direction to the CRTC.

"We heard Canadians and the CRTC loud and clear - they want assurance that Astral joining with Bell Media will directly benefit consumers and creators. We're ready to deliver more choice for listeners and viewers, more opportunity for content creators, and more competition for the broadcasting industry," said George Cope, Bell's President and CEO. "Bell and Astral are happy to move forward with a new proposal that benefits all Canadians, in both official languages, in communities large and small across the nation, with new ideas, new funding and new choices."

"The Canadian broadcasting industry is undergoing rapid change, and Astral and Bell are committed to making sure that the consumer always comes first," said Ian Greenberg, President and CEO of Astral Media. "Considering the rapidly changing media landscape, including the accelerating impact of foreign broadcasters on the Canadian media scene, constant investment and innovation is required to develop and showcase the best content and to ensure TV viewers and radio listeners are entertained and informed in the ways that they want. Together, Astral and Bell Media have the scale to invest, compete and deliver on the opportunities ahead for all Canadians."

Originally announced in March 2012, the plan for Astral to join with Bell Media was subsequently approved by more than 99% of Astral shareholders and the Québec 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 made to the terms of the original Arrangement Agreement between Astral and Bell, the outside date for the closing of the transaction has been extended to June 1, 2013 with each of Astral and Bell having a further right to postpone it to July 31, 2013. Bell's regulatory covenants have been modified and Astral's board of directors has declared a cash dividend of $0.50 per share on its class A non-voting shares and class B subordinate voting shares, payable on February 1, 2013 to shareholders of record at the close of business on January 15, 2013. The consideration payable to Astral shareholders remains unchanged under the Amended Agreement. Holders of class A non-voting shares and class B subordinate voting shares of Astral will receive cash or a combination of cash and up to $750 million of BCE common shares, representing a value of $50.00 and $54.83 per share, respectively. Valued at $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 Montréal, and Jacques Parisien, currently Astral's Executive Vice President and COO, will join the Bell Media leadership team managing a broad portfolio of assets across the country. Astral President and CEO Ian Greenberg would join the BCE Board of Directors following the closing of the transaction.

On October 18, 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 U.S. 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. The proposal also includes a revised package of tangible benefits to support the creation of exceptional Canadian TV and radio content, promote homegrown talent in a multi-platform universe, and foster consumer engagement in the broadcasting system. In addition, given passionate listener response to Bell's earlier proposal regarding TSN Radio 690 (CKGM), Bell has asked for an exception to the CRTC's Radio Common Ownership Policy to enable the Montréal station to continue to operate as an English-language sports talk radio channel.

Details of the new Astral-Bell proposal will be made available by the CRTC when it launches its public consultation on the application. A copy of the amending agreement and a material change report, providing more details on the transaction, will be filed by Astral with the Canadian securities regulatory authorities and will be available at www.sedar.com.

To learn more about how Astral joining with Bell Media will benefit Canadians, please visit CanadiansDeserveMore.ca. Twitter: @MoreForCanada.

About Astral
Founded in 1961, Astral Media Inc. (TSX: ACM.A/ACM.B) is one of Canada's largest media companies. It operates several media properties - pay and specialty television, radio, out-of-home advertising, and digital - that are among the most popular in the country. Astral plays a central role in community life across the country by offering diverse, rich, and vibrant programming that meets the tastes and needs of consumers and advertisers alike. To learn more about Astral, please visit Astral.com.

About Bell
Headquartered in Montréal since its founding in 1880, Bell is Canada's largest communications company, providing consumers and business with solutions to all their communications needs. Bell Media is Canada's premier multimedia company with leading assets in television, radio and digital media. Bell is wholly owned by Montréal's BCE Inc. (TSX, NYSE: BCE). For more information, please visit Bell.ca.

Bell is committed to promoting Canadian mental health through the Bell Let's Talk anti-stigma campaign and unprecedented financial support for community care, research and workplace best practices. To learn more, please visit Bell.ca/LetsTalk.

Caution Concerning Forward-Looking Statements
Certain statements made in this news release, including, but not limited to, statements relating to the proposed acquisition by BCE Inc. of Astral Media Inc. and other statements that are not historical facts, are forward-looking. Forward-looking statements, by their very nature, are subject to inherent risks and uncertainties and are based on several assumptions which give rise to the possibility that actual results or events could differ materially from our expectations expressed in or implied by such forward-looking statements. As a result, we cannot guarantee that any forward-looking statement will materialize and you are cautioned not to place undue reliance on these forward-looking statements.

The forward-looking statements contained in this news release describe BCE's and Astral's expectations at the date of this news release and, accordingly, are subject to change after such date. Except as may be required by Canadian securities laws, we do not undertake any obligation to update or revise any forward-looking statements contained in this news release, whether as a result of new information, future events or otherwise. Forward-looking statements are provided herein for the purpose of giving information about the proposed transaction referred to above and its expected impact. Readers are cautioned that such information may not be appropriate for other purposes. The completion of the above-mentioned proposed transaction is subject to customary closing conditions, termination rights and other risks and uncertainties including, without limitation, regulatory approvals, including approval by the CRTC and the Competition Bureau. Accordingly, there can be no assurance that the proposed transaction will occur, or that it will occur on the terms and conditions currently contemplated by the parties. The proposed transaction could be modified, restructured or terminated. For additional information with respect to certain of these and other assumptions and risks, please refer to BCE's and Astral's MD&As filed in 2012 with the Canadian securities commissions (available at www.sedar.com) and, in the case of BCE, also filed with the U.S. Securities and Exchange Commission (available at www.sec.gov). These documents are also available on BCE's website at www.bce.ca and Astral's website at www.astral.com.

SOURCE BELL CANADA

More Stories By PR Newswire

Copyright © 2007 PR Newswire. All rights reserved. Republication or redistribution of PRNewswire content is expressly prohibited without the prior written consent of PRNewswire. PRNewswire shall not be liable for any errors or delays in the content, or for any actions taken in reliance thereon.

@ThingsExpo Stories
To many people, IoT is a buzzword whose value is not understood. Many people think IoT is all about wearables and home automation. In his session at @ThingsExpo, Mike Kavis, Vice President & Principal Cloud Architect at Cloud Technology Partners, discussed some incredible game-changing use cases and how they are transforming industries like agriculture, manufacturing, health care, and smart cities. He will discuss cool technologies like smart dust, robotics, smart labels, and much more. Prepare to be blown away with a glimpse of the future.
The Internet of Things is not only adding billions of sensors and billions of terabytes to the Internet. It is also forcing a fundamental change in the way we envision Information Technology. For the first time, more data is being created by devices at the edge of the Internet rather than from centralized systems. What does this mean for today's IT professional? In this Power Panel at @ThingsExpo, moderated by Conference Chair Roger Strukhoff, panelists addressed this very serious issue of profound change in the industry.
Internet of Things (IoT) will be a hybrid ecosystem of diverse devices and sensors collaborating with operational and enterprise systems to create the next big application. In their session at @ThingsExpo, Bramh Gupta, founder and CEO of robomq.io, and Fred Yatzeck, principal architect leading product development at robomq.io, discussed how choosing the right middleware and integration strategy from the get-go will enable IoT solution developers to adapt and grow with the industry, while at the same time reduce Time to Market (TTM) by using plug and play capabilities offered by a robust IoT ...
SYS-CON Events announced today that BMC will exhibit at SYS-CON's 16th International Cloud Expo®, which will take place on June 9-11, 2015, at the Javits Center in New York City, NY. BMC delivers software solutions that help IT transform digital enterprises for the ultimate competitive business advantage. BMC has worked with thousands of leading companies to create and deliver powerful IT management services. From mainframe to cloud to mobile, BMC pairs high-speed digital innovation with robust IT industrialization – allowing customers to provide amazing user experiences with optimized IT per...
There will be 150 billion connected devices by 2020. New digital businesses have already disrupted value chains across every industry. APIs are at the center of the digital business. You need to understand what assets you have that can be exposed digitally, what their digital value chain is, and how to create an effective business model around that value chain to compete in this economy. No enterprise can be complacent and not engage in the digital economy. Learn how to be the disruptor and not the disruptee.
Internet of Things is moving from being a hype to a reality. Experts estimate that internet connected cars will grow to 152 million, while over 100 million internet connected wireless light bulbs and lamps will be operational by 2020. These and many other intriguing statistics highlight the importance of Internet powered devices and how market penetration is going to multiply many times over in the next few years.
It is one thing to build single industrial IoT applications, but what will it take to build the Smart Cities and truly society-changing applications of the future? The technology won’t be the problem, it will be the number of parties that need to work together and be aligned in their motivation to succeed. In his session at @ThingsExpo, Jason Mondanaro, Director, Product Management at Metanga, discussed how you can plan to cooperate, partner, and form lasting all-star teams to change the world and it starts with business models and monetization strategies.
The Internet of Things is not only adding billions of sensors and billions of terabytes to the Internet. It is also forcing a fundamental change in the way we envision Information Technology. For the first time, more data is being created by devices at the edge of the Internet rather than from centralized systems. What does this mean for today's IT professional? In this Power Panel at @ThingsExpo, moderated by Conference Chair Roger Strukhoff, panelists will addresses this very serious issue of profound change in the industry.
Business as usual for IT is evolving into a "Make or Buy" decision on a service-by-service conversation with input from the LOBs. How does your organization move forward with cloud? In his general session at 16th Cloud Expo, Paul Maravei, Regional Sales Manager, Hybrid Cloud and Managed Services at Cisco, discusses how Cisco and its partners offer a market-leading portfolio and ecosystem of cloud infrastructure and application services that allow you to uniquely and securely combine cloud business applications and services across multiple cloud delivery models.
In his General Session at 16th Cloud Expo, David Shacochis, host of The Hybrid IT Files podcast and Vice President at CenturyLink, investigated three key trends of the “gigabit economy" though the story of a Fortune 500 communications company in transformation. Narrating how multi-modal hybrid IT, service automation, and agile delivery all intersect, he will cover the role of storytelling and empathy in achieving strategic alignment between the enterprise and its information technology.
Buzzword alert: Microservices and IoT at a DevOps conference? What could possibly go wrong? In this Power Panel at DevOps Summit, moderated by Jason Bloomberg, the leading expert on architecting agility for the enterprise and president of Intellyx, panelists peeled away the buzz and discuss the important architectural principles behind implementing IoT solutions for the enterprise. As remote IoT devices and sensors become increasingly intelligent, they become part of our distributed cloud environment, and we must architect and code accordingly. At the very least, you'll have no problem fillin...
Growth hacking is common for startups to make unheard-of progress in building their business. Career Hacks can help Geek Girls and those who support them (yes, that's you too, Dad!) to excel in this typically male-dominated world. Get ready to learn the facts: Is there a bias against women in the tech / developer communities? Why are women 50% of the workforce, but hold only 24% of the STEM or IT positions? Some beginnings of what to do about it! In her Opening Keynote at 16th Cloud Expo, Sandy Carter, IBM General Manager Cloud Ecosystem and Developers, and a Social Business Evangelist, d...
Converging digital disruptions is creating a major sea change - Cisco calls this the Internet of Everything (IoE). IoE is the network connection of People, Process, Data and Things, fueled by Cloud, Mobile, Social, Analytics and Security, and it represents a $19Trillion value-at-stake over the next 10 years. In her keynote at @ThingsExpo, Manjula Talreja, VP of Cisco Consulting Services, discussed IoE and the enormous opportunities it provides to public and private firms alike. She will share what businesses must do to thrive in the IoE economy, citing examples from several industry sectors.
In his keynote at 16th Cloud Expo, Rodney Rogers, CEO of Virtustream, discussed the evolution of the company from inception to its recent acquisition by EMC – including personal insights, lessons learned (and some WTF moments) along the way. Learn how Virtustream’s unique approach of combining the economics and elasticity of the consumer cloud model with proper performance, application automation and security into a platform became a breakout success with enterprise customers and a natural fit for the EMC Federation.
SYS-CON Events announced today that the "Second Containers & Microservices Conference" will take place November 3-5, 2015, at the Santa Clara Convention Center, Santa Clara, CA, and the “Third Containers & Microservices Conference” will take place June 7-9, 2016, at Javits Center in New York City. Containers and microservices have become topics of intense interest throughout the cloud developer and enterprise IT communities.
SYS-CON Events announced today that the "First Containers & Microservices Conference" will take place June 9-11, 2015, at the Javits Center in New York City. The “Second Containers & Microservices Conference” will take place November 3-5, 2015, at Santa Clara Convention Center, Santa Clara, CA. Containers and microservices have become topics of intense interest throughout the cloud developer and enterprise IT communities.
With major technology companies and startups seriously embracing IoT strategies, now is the perfect time to attend @ThingsExpo in Silicon Valley. Learn what is going on, contribute to the discussions, and ensure that your enterprise is as "IoT-Ready" as it can be! Internet of @ThingsExpo, taking place Nov 3-5, 2015, at the Santa Clara Convention Center in Santa Clara, CA, is co-located with 17th Cloud Expo and will feature technical sessions from a rock star conference faculty and the leading industry players in the world. The Internet of Things (IoT) is the most profound change in personal an...
17th Cloud Expo, taking place Nov 3-5, 2015, at the Santa Clara Convention Center in Santa Clara, CA, will feature technical sessions from a rock star conference faculty and the leading industry players in the world. Cloud computing is now being embraced by a majority of enterprises of all sizes. Yesterday's debate about public vs. private has transformed into the reality of hybrid cloud: a recent survey shows that 74% of enterprises have a hybrid cloud strategy. Meanwhile, 94% of enterprises are using some form of XaaS – software, platform, and infrastructure as a service.
The 17th International Cloud Expo has announced that its Call for Papers is open. 17th International Cloud Expo, to be held November 3-5, 2015, at the Santa Clara Convention Center in Santa Clara, CA, brings together Cloud Computing, APM, APIs, Microservices, Security, Big Data, Internet of Things, DevOps and WebRTC to one location. With cloud computing driving a higher percentage of enterprise IT budgets every year, it becomes increasingly important to plant your flag in this fast-expanding business opportunity. Submit your speaking proposal today!
In his keynote at 16th Cloud Expo, Rodney Rogers, CEO of Virtustream, discusses the evolution of the company from inception to its recent acquisition by EMC – including personal insights, lessons learned (and some WTF moments) along the way. Learn how Virtustream’s unique approach of combining the economics and elasticity of the consumer cloud model with proper performance, application automation and security into a platform became a breakout success with enterprise customers and a natural fit for the EMC Federation.