BCE shareholders approve acquisition by Teachers', Providence Equity and Madison Dearborn



    MONTREAL, Québec, Sept. 21 /CNW Telbec/ - BCE Inc. (TSX, NYSE:   BCE) today
announced that its shareholders overwhelmingly approved the plan of
arrangement involving BCE and a consortium led by Teachers' Private Capital,
the private investment arm of the Ontario Teachers' Pension Plan, Providence
Equity Partners and Madison Dearborn Partners. The arrangement involves the
acquisition by the consortium of all outstanding common and preferred shares
of BCE. Common shareholders will receive $42.75 per share, representing a 40%
premium over the average closing price of BCE common shares for the
three-month period ending on March 28, 2007, the last trading day before there
was public speculation about a possible transaction involving BCE.
    The arrangement was approved this morning at a Special Meeting of
shareholders by more than 97% of the votes cast by holders of common and
preferred shares, voting as a single class, greatly exceeding the required
66 2/3% approval. Of the total outstanding common and preferred shares, 62.5%
were voted at the meeting either in person or by proxy. Final audited results
will be made available on SEDAR at www.sedar.com and on EDGAR at www.sec.gov
in the coming days.
    The closing of the transaction is subject to customary conditions,
including the receipt of regulatory approvals. The motion seeking a Final
Order approving the proposed plan of arrangement is scheduled to be heard by
the Superior Court of Québec, sitting in the Commercial Division in and for
the district of Montréal, at the Montréal Courthouse, located at 1 Notre-Dame
Street East in Montréal, Québec, in room 16.12, on Wednesday, October 10,
2007, at 9:30 a.m. The transaction is expected to close in the first quarter
of 2008. BCE will advise shareholders closer to the time of closing about the
procedures for surrendering and receiving payment for their shares.

    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. 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 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, pierre.leclerc@bell.ca; Thane Fotopoulos, BCE,
Investor Relations, (514) 870-4619, thane.fotopoulos@bell.ca

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