Astral Media Inc. today announced that the Canadian Competition Bureau (the “Bureau”) has issued a “no action letter” in connection with its previously announced acquisition by BCE Inc. (“Bell”). The issuance of this letter constitutes one of the two required regulatory approvals contemplated in the arrangement agreement entered into by Astral and Bell in connection with the transaction. “Competition Bureau clearance is a key milestone in the progress of our transaction and reflects Astral and Bell’s commitment to making sure that the consumer always comes first” said Ian Greenberg, President and CEO of Astral. “Together, Astral and Bell Media will have the scale to invest, compete and deliver on the opportunities ahead for all Canadians in this rapidly changing media landscape and I look forward to continuing to work in close collaboration with Bell’s team towards securing CRTC approval for the transaction”.
The no action letter confirms that the Bureau, following an extensive review of the proposed acquisition of Astral by Bell and the entering into of a consent agreement with Bell, will not challenge the acquisition of Astral by Bell before the Competition Tribunal under the merger provisions of the Competition Act. The consent agreement provides for certain conditions described by Bell in a press release issued today.
Originally announced on March 16, 2012, the $3.38 billion transaction was approved by shareholders representing more than 99% of Astral shares and the Québec Superior Court. The transaction remains subject to closing conditions, including the approval of the CRTC. The CRTC approval is the only remaining regulatory approval required in connection with the transaction. There can be no assurance that the transaction will occur, or that it will occur on the terms and conditions currently contemplated.
Certain statements made in this news release, including, but not limited to, statements relating to the transaction 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 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 transaction and its expected impact. Readers are cautioned that such information may not be appropriate for other purposes. The completion of the transaction is subject to customary closing conditions, termination rights and other risks and uncertainties including, without limitation, approval by the CRTC. Accordingly, there can be no assurance that the transaction will occur, or that it will occur on the terms and conditions currently contemplated by the parties. The transaction could be modified, restructured or terminated.
