MONTREAL, Oct. 5 /CNW Telbec/ - BCE today announced the schedule for
legal proceedings related to the privatization of BCE by a consortium led by
Teachers' Private Capital, the private investment arm of the Ontario Teachers'
Pension Plan, Providence Equity Partners and Madison Dearborn Partners. As a
result, the purpose of the hearing before the Superior Court of Québec on
October 10, 2007 will be to address certain administrative matters.
"This schedule will allow for the expeditious resolution of these
proceedings," said Michel Lalande, Senior Vice President and General Counsel
of BCE. "The company continues to work towards and expects the transaction to
close in the first quarter of 2008, subject to customary conditions, including
regulatory approvals." The plan of arrangement was overwhelmingly approved by
the shareholders of BCE on September 21, 2007.
The only parties contesting the granting of a Final Order approving the
plan of arrangement are certain holders of debentures issued by Bell Canada
(acting, or purporting to act, directly or through Trustees under Trust
As previously indicated, BCE is of the view that the bases on which these
holders of debentures intend to contest the proposed transactions (including
the plan of arrangement) are without merit and will take all necessary steps
to vigorously defend its position to the fullest extent possible. BCE will
also assert that the holders of debentures of Bell Canada and the Trustees do
not have standing to contest the granting of the Final Order.
The schedule approved by the Court provides that:
- All proceedings by the holders of debentures or the Trustees relating
to the proposed transactions (including the plan of arrangement) must
be filed no later than October 19, 2007;
- All proceedings relating to the proposed transactions (including the
plan of arrangement) will be heard by the Superior Court of Québec,
sitting in the district of Montréal, during the week of December 3,
2007 at which time all evidence will be presented to the Court, with
final legal arguments to be heard during the week of January 8, 2008.
The Court has indicated to the parties that it expects to be able to
render a decision regarding all proceedings before the end of January 2008.
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. Other BCE holdings
include Telesat Canada, a pioneer and world leader in satellite operations and
systems management, and an interest in CTVglobemedia, Canada's premier media
company. BCE shares are listed in Canada and the United States.
Caution Concerning Forward-Looking Statements
This news release contains forward-looking statements relating to the
proposed acquisition of BCE, legal proceedings related thereto 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, you are cautioned not to place
undue reliance on these forward-looking statements.
The completion of the proposed transaction is subject to a number of
terms and conditions, including, without limitation: (i) approval of the CRTC,
Industry Canada and other applicable governmental authorities, (ii) necessary
court approval, and (iii) certain termination rights available to the parties
under the definitive agreement governing the terms of the transaction. These
approvals may not be obtained, the other 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 transaction could be modified, restructured or terminated, as
applicable. Failure to complete the proposed transaction could have a material
adverse impact on the market price of BCE's shares. In addition, depending on
the circumstances in which the proposed transaction is not completed, BCE
could have to pay significant fees and costs as directed by the purchaser.
The forward-looking statements contained in this news release are made as
of the date of this release. We disclaim any intention and assume no
obligation to update or revise any forward-looking statements, 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 transaction. For additional
information with respect to certain of these and other assumptions and risks,
please refer to the definitive agreement dated June 29, 2007, as well as BCE's
2007 Second Quarter MD&A dated July 31, 2007 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).
For further information:
For further information: Pierre Leclerc, Bell Canada, Media Relations,
(514) 391-2007, 1-877-391-2007, firstname.lastname@example.org; Thane Fotopoulos, BCE,
Investor Relations, (514) 870-4619, email@example.com