BCE and Purchaser Enter Into Final Agreement Financing and Credit Agreements Signed



    Purchase Price of $42.75 per Common Share Unchanged
    Closing to Occur on or before December 11, 2008
    Common Share Dividends Suspended
    Transition to New Leadership Begins

    MONTREAL, Quebec, July 4 /CNW Telbec/ - BCE today announced the company
has entered into a final agreement with a company formed by an investor group
led by Teachers' Private Capital, the private investment arm of the Ontario
Teachers' Pension Plan, Providence Equity Partners Inc., Madison Dearborn
Partners, LLC, and Merrill Lynch Global Private Equity.
    As a result of the execution of the final agreement, amending the
definitive agreement dated June 29, 2007:

    
    - The purchase price will remain $42.75 per common share;
    - The Purchaser and the Lenders have delivered fully negotiated and
      executed credit documents for the purpose of funding the transaction,
      including an executed credit agreement and other key financing
      documents;
    - The reverse break fee payable by the Purchaser in the circumstances
      contemplated by the definitive agreement has been increased to $1.2
      billion;
    - Closing will occur on or before December 11, 2008; and
    - Prior to closing, the company will not pay dividends on its common
      shares but will continue to pay dividends on its preferred shares.
    

    "The final agreement, with definitive financing now in place, preserves
the $42.75 per common share price announced last June, which the Board
believes is very much in the best interest of shareholders, the company and
Bell Canada, particularly given current capital market conditions," said BCE
and Bell Canada Board Chair Richard J. Currie. "As previously announced, BCE
secured all third party approvals prior to the June 30 deadline set out in the
original agreement," added Mr. Currie.
    "The signing of the financing and credit agreements and the resolution of
issues involved in funding this transaction are the essential milestones to
closing with both the Purchaser and the Lenders," said Michael J. Sabia, CEO
of BCE.
    The final agreement was approved by the Board of Directors after
considering, among other things, fairness opinions regarding the consideration
to be paid for common shares.
    At the Special Shareholders meeting last September, Michael Sabia
indicated that once the necessary transaction hurdles were cleared for an
agreement that delivered real, compelling value to shareholders, the time
would be right for him to leave as CEO of BCE and Bell Canada.
    "With the signing of the final agreement and with funding for the
transaction contractually committed, I am pleased to say that work is now
largely done. The company's focus now has to shift to Bell Canada's
operations, and the preparations for its privatization, making it an opportune
time to turn to George Cope. We have been planning this transition for some
time. Now is the time to get on with it," Mr. Sabia added. "I am most
appreciative of the opportunity to have led this great company."
    The board of directors of BCE has confirmed George Cope, named President
and Chief Operating Officer of Bell Canada in October 2005, as Mr. Sabia's
successor as Chief Executive Officer of BCE and Bell Canada, effective July
11.
    "The Board has confidence in George's ability to lead BCE and Bell Canada
through our remaining days as a publicly-traded company and beyond," said Mr.
Currie.
    "I am honoured to have the chance to lead the nation's largest and
best-known communications company, and very excited about the opportunities
ahead for Bell, our customers and our team," said Mr. Cope.
    Reflecting on the company's performance since 2002, Mr. Currie stated:
"Michael successfully returned the company to its core competence in
communications as a strategy to create real value for shareholders, starting
with the decision to regain 100% ownership of Bell Canada. Working with the
Board, Michael weathered the financial challenges of Teleglobe, dismantled the
holding company by disposing non-core assets for returns that exceeded
expectations, shifted Bell Canada's revenue stream to growth platforms,
re-vamped an executive team by bringing in the best telecom operators, led a
campaign to change the regulatory landscape to improve our ability to compete,
and launched a major culture change initiative to intensify the company's
focus on the customer."
    "The signing of this agreement to take the company private in the largest
transaction of its kind in the world, at $42.75 per common share, is the final
chapter in a strong stewardship that has created substantial value for
shareholders," Mr. Currie added. "The Board is grateful for Michael's singular
contribution to the company's success."
    Legal advice was provided by Stikeman Elliott, Sullivan & Cromwell,
Davies Ward Phillips & Vineberg, Kellogg Huber Hansen Todd Evans & Figel, and
Lenczner Slaght Royce Smith Griffin. Financial advice was provided by Goldman,
Sachs & Co., BMO Capital Markets, RBC Capital Markets, CIBC World Markets and
Greenhill & Co.
    A material change report, which provides more details on the final
agreement, will be filed with the Canadian securities commissions and with the
U.S. Securities and Exchange Commission and will be available at www.sedar.com
and at www.sec.gov.

    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 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.
    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 agreement dated July 4, 2008, governing the terms of
the transaction. The conditions to the transaction, including maintenance of
required anti-trust approvals, 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, as well as to the definitive agreement dated
June 29, 2007, as amended, 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 Inc.

    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 further information:

For further information: Pierre Leclerc, Bell Canada, Media Relations,
(514) 391-2007, 1 877 391-2007, pierre.leclerc@bell.ca; Thane Fotopoulos, BCE,
Investor Relations, (514) 870-4619, thane.fotopoulos@bell.ca

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