BCE privatization transaction will not proceed

    MONTREAL, Québec, Dec. 11 /CNW Telbec/ - BCE Inc. (TSX, NYSE: BCE) today
announced that it received last evening from the Purchaser, a company formed
by an investor group led by Teachers' Private Capital, the private investment
arm of the Ontario Teachers' Pension Plan, and affiliates of Providence Equity
Partners Inc., Madison Dearborn Partners, LLC, and Merrill Lynch Global
Private Equity, a notice purporting to terminate the Definitive Agreement
dated June 29, 2007, as amended. BCE disputes that the Purchaser was entitled
to terminate the Definitive Agreement, as such notice was delivered
prematurely, prior to the outside date for closing of the transaction, and
therefore invalid. Given the Purchaser's position, the BCE privatization
transaction will not proceed.
    As previously announced, the closing of the privatization transaction is
contingent upon the fulfillment of several closing conditions, including,
pursuant to Section 8.1(f) of the Definitive Agreement, the receipt at the
effective time of a positive solvency opinion from KPMG. Earlier this morning,
KPMG confirmed that it would not be able to deliver an opinion that BCE would
meet, post transaction, the solvency tests set out in the Definitive
Agreement.
    In light of these developments, BCE will be terminating the Definitive
Agreement in accordance with its terms, and will be demanding payment of the
$1.2-billion break-up fee from the Purchaser. All closing conditions have been
satisfied by BCE, other than the solvency opinion, a condition to closing that
was to be satisfied by its nature at the effective time. Under such
circumstances, the agreement provides that the break up fee will be owed to
BCE by the Purchaser. The Purchaser has taken the position that it is not
obligated to pay the break-up fee.
    In addition, the BCE Board intends that immediately following termination
of the Definitive Agreement in accordance with its terms, it will address a
reinstatement of its common share dividend beginning with its fourth quarter
common share dividend payable on January 15, 2009, and that it will return
capital to its shareholders through a Normal Course Issuer Bid.

    Caution Concerning Forward-Looking Statements

    This news release contains forward-looking statements and other
statements that are not historical facts. Such forward-looking statements are
subject to important risks, uncertainties and assumptions. The results or
events predicted in these forward-looking statements may differ materially
from actual results or events. 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 are made as
of the date of this 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. For additional information with respect to the break-up
fee obligations of the Purchaser and the sponsors, and certain of the
underlying assumptions and risks that could affect our forward-looking
statements, please refer to the Definitive Agreement and the limited guaranty
agreement, each dated June 29, 2007, as amended, BCE's management proxy
circular dated August 7, 2007, BCE's 2007 annual management's discussion and
analysis ("MD&A") dated March 5, 2008 included in the Bell Canada Enterprises
2007 Annual Report, BCE's 2008 First Quarter MD&A dated May 6, 2008, BCE's
2008 Second Quarter MD&A dated August 5, 2008 and BCE's 2008 Third Quarter
MD&A dated October 28, 2008, all filed by BCE with the Canadian securities
commissions (available at www.sedar.com) and 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.

    About BCE

    BCE is Canada's largest communications company, providing the most
comprehensive and innovative suite of communication services to residential
and business customers in Canada. Under the Bell brand, the Company's services
include local, long distance and wireless phone services, high-speed and
wireless Internet access, IP-broadband services, information and
communications technology services (or value-added services) and
direct-to-home satellite and VDSL television services. BCE also holds an
interest in CTVglobemedia, Canada's premier media company. BCE shares are
listed in Canada and the United States. For corporate information on BCE,
please visit www.bce.ca.

For further information: Mark Langton, Bell Media Relations, (416)
581-4339, mark.langton@bell.ca; Thane Fotopoulos, BCE Investor Relations,
(514) 870-4619, thane.fotopoulos@bell.ca