MONTREAL, Quebec, Nov. 26 /CNW Telbec/ - BCE (TSX, NYSE: BCE) today
announced the company has received a preliminary view from KPMG that, based on
current market conditions, its analysis to date and the amount of indebtedness
involved in the LBO financing, it does not expect to be in a position to
deliver on the scheduled effective date of BCE's privatization, December 11,
2008, an opinion that BCE would meet the solvency tests as defined in the
definitive agreement, as amended. The receipt at the effective time of a
positive solvency opinion is a condition to the closing of the transaction.
At the same time, KPMG indicated that BCE would meet all solvency tests
under its current capital structure.
"BCE today enjoys solid investment grade credit ratings, has $2.8 billion
of cash on hand, a low level of mid-term debt maturities, and continues to
deliver solid operating results," said George Cope, President and CEO of BCE
and Bell.
"We are disappointed with KPMG's preliminary view of post-transaction
solvency, which is based on numerous assumptions and methodologies that we are
currently reviewing. The company disagrees that the addition of the LBO debt
would result in BCE not meeting the technical solvency definition," said Siim
Vanaselja, BCE's Chief Financial Officer.
The company continues to work with KPMG and the Purchaser to seek to
satisfy all closing conditions. Should KPMG be unable to deliver a favourable
opinion on December 11, 2008, however, the transaction is unlikely to proceed.
Caution Concerning Forward-Looking Statements
This news release contains forward-looking statements relating to the
proposed privatization of BCE and other statements that are not historical
facts. Such forward-looking statements are subject 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.
The timing and completion of the proposed privatization transaction is
subject to each of the parties fulfilling their commitments under the
transaction documents and to a number of terms and conditions, including,
without limitation, the provisions of, and certain termination rights
available to the parties under, the definitive agreement dated June 29, 2007,
as amended by the final amending agreement dated July 4, 2008, governing the
terms of the transaction. The conditions to the transaction may not be
satisfied in accordance with their terms, and/or the parties to the definitive
agreement may exercise their termination rights, in which case the proposed
privatization transaction could be modified, restructured or terminated, as
applicable. Failure to complete the proposed privatization transaction could
have a material adverse impact on the market price of BCE's shares.
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. Additionally, we undertake no obligation to comment on
expectations of, or statements made by, third parties in respect of the
proposed privatization transaction. For additional information with respect to
certain of these and other assumptions and risks, please refer to 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, BCE's 2008 Third Quarter MD&A dated October 28, 2008, the definitive
agreement dated June 29, 2007, as amended by the final amending agreement
dated July 4, 2008, and BCE's management proxy circular dated August 7, 2007,
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: please contact: Mark Langton, Bell, Media
Relations, (416) 581-4339, 1 888 482-0809, mark.langton@bell.ca; Thane
Fotopoulos, BCE, Investor Relations, (514) 870-4619, thane.fotopoulos@bell.ca