BCE to convert a portion of its Series AC Preferred Shares into Series AD Preferred Shares



    MONTREAL, Québec, Feb. 21 /CNW Telbec/ - BCE Inc. (TSX, NYSE:   BCE) today
announced that 10,755,445 of its 20,000,000 Cumulative Redeemable First
Preferred Shares, Series AC ("Series AC Preferred Shares") have been tendered
for conversion, on a one-for-one basis, into Cumulative Redeemable First
Preferred Shares, Series AD ("Series AD Preferred Shares"). Consequently, BCE
will issue 10,755,445 new Series AD Preferred Shares on March 1, 2008. The
balance of the Series AC Preferred Shares that have not been converted will
remain outstanding and will continue to be listed on The Toronto Stock
Exchange under the symbol BCE.PR.C.
    The Series AC Preferred Shares will pay on a quarterly basis, for the
five-year period beginning on March 1, 2008, as and when declared by the Board
of Directors of BCE, a fixed dividend based on an annual dividend rate of
4.60%.
    The Series AD Preferred Shares will pay a monthly floating adjustable
cash dividend for the five-year period beginning on March 1, 2008, as and when
declared by the Board of Directors of BCE. The Series AD Preferred Shares will
be listed on The Toronto Stock Exchange under the symbol BCE.PR.D and should
start trading on a when-issued basis at the opening of the market on February
26, 2008.
    Under and subject to the terms and conditions of the Definitive Agreement
entered into by BCE in connection with its acquisition 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 Partners, Inc., the purchaser has
agreed to purchase all outstanding Series AC Preferred Shares for a price of
$25.76 per share, together with accrued but unpaid dividends to the Effective
Date (as such term is defined in the Definitive Agreement). The purchaser has
also agreed, on and subject to the terms and conditions of the Definitive
Agreement, to purchase all outstanding Series AD Preferred Shares for a price
of $25.50 per share, together with accrued but unpaid dividends to the
Effective Date. The Board of Directors of BCE has received opinions as to the
fairness, from a financial point of view, of the consideration to be paid for
the preferred shares from BCE's financial advisors.

    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.

    Caution Concerning Forward-Looking Statements

    This news release contains forward-looking statements within the meaning
of applicable Canadian securities legislation and of the United States Private
Securities Litigation Reform Act of 1995. These forward-looking statements
include 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. Forward-looking statements are
provided in this news release for the purpose of allowing investors and others
to get a better understanding of our operating environment. However, readers
are cautioned that it may not be appropriate to use such forward-looking
statements for any other purpose.
    The completion of the proposed privatization transaction is subject to a
number of terms and conditions, including: (i) approval by the CRTC and
Industry Canada, (ii) necessary court approval, and (iii) certain termination
rights available to the parties under the definitive agreement dated June 29,
2007 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
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. 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, in addition to its own costs incurred in connection with the
privatization transaction.
    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 the
definitive agreement dated June 29, 2007, as well as BCE's 2007 Second Quarter
MD&A dated July 31, 2007, BCE's 2007 Third Quarter MD&A dated November 6, 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). These
documents are also available on BCE's website at www.bce.ca.




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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