Bell Acquires Astral Media for $3.2 Billion
|Areas||Communications, Competition, Antitrust and Foreign Investment, Corporate Finance and Securities, Technology|
Goodmans represented the Special Committee of Astral Media Inc. (Astral) in connection with the completion by BCE Inc. (Bell) of its C$3.2-billion acquisition of Astral on July 5, 2013. Pursuant to a plan of arrangement, Bell acquired all Class A Non-Voting Shares of Astral for $50 per share, for a total cash consideration of approximately C$2.8 billion, all Class B Subordinate Voting Shares of Astral for C$54.83 per share, for a total cash consideration of approximately C$151 million, and all Special Shares of Astral for a total cash consideration of C$50 million.
Originally announced on March 16, 2012, the transaction to unite Astral and Bell Media was approved by Astral shareholders on May 24, 2012. All regulatory approvals for the transactions were obtained on June 27, 2013, following an amended filing with the CRTC and a consent agreement with the Competition Bureau entered into in March 2013.
As a result of the transaction, Bell Media acquired eight specialty and pay TV services, two over-the-air TV stations, 77 radio stations, and the Astral Out-of-Home advertising division.
A portion of the cash consideration payable for the acquisition in the amount of C$1 billion was made available to BCE by way of a draw on its credit facilities with a lending syndicate led by Bank of Montreal.
Headquartered in Montréal, Bell is Canada's largest communications company, providing leading wireless, TV, Internet, home phone, and business communications services. Bell Media is Canada's premier multimedia company with leading assets in television, radio and digital media.
Based in Montreal, Astral is one of Canada's largest media companies, with a broad national media portfolio including speciality and pay TV channels, radio stations, digital media properties and out-of-home advertising platforms in Québec and across Canada.