Investor Group led by Teachers' Private Capital and Providence Equity Partners enter into final agreement with BCE



    TORONTO, July 4 /CNW/ - 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 today
issued the following statement regarding the final agreement that the company
formed by the investor group has entered into with BCE.
    "We are very pleased to have reached agreement with BCE and that our
banks continue to support the transaction. We look forward to completing the
transaction on or before December 11, and working with George Cope and BCE's
talented management and employees to build on, and add value to, the strong
platform that is in place."
    Financing is being provided by Citi, Deutsche Banc, Royal Bank of
Scotland and TD Securities. Financial advisors to the investor group are Citi,
Deutsche Banc, TD Securities and Morgan Stanley. Legal advisors to the
investor group are Goodmans LLP, and Weil, Gotshal & Manges LLP.

    About Ontario Teachers' Pension Plan

    With $17 billion in invested and committed capital, Teachers' Private
Capital is one of the world's largest private equity investors. Teachers'
Private Capital is the private investment arm of the $108.5-billion Ontario
Teachers' Pension Plan, the largest single-profession pension plan in Canada.
The Ontario Teachers' Pension Plan is an independent corporation responsible
for investing the fund and administering the pensions of Ontario's 278,000
active and retired teachers.

    About Providence Equity Partners Inc.

    Providence Equity Partners is the leading global private equity firm
specializing in equity investments in media, entertainment, communications and
information companies around the world. The principals of Providence manage
funds with approximately US$22 billion in equity commitments and have invested
in more than 100 companies operating in over 20 countries since the firm's
inception in 1989. Providence is headquartered in Providence, RI (USA) and has
offices in New York, London, Los Angeles, Hong Kong and New Delhi.

    About Madison Dearborn Partners

    Madison Dearborn Partners ("MDP"), based in Chicago, is one of the most
experienced and successful private equity investment firms in the United
States. MDP has more than US$14 billion of equity capital under management and
makes new investments through its most recent fund, Madison Dearborn Capital
Partners V, a US$6.5 billion investment fund raised in 2006. Over the past 20
years, MDP's principals have completed over 200 investments. For more
information, please visit the MDP website at www.mdcp.com.

    About Merrill Lynch Global Private Equity (MLPGE)

    Merrill Lynch Global Private Equity is the private equity arm of Merrill
Lynch & Co., Inc.  Merrill Lynch & Co., Inc. is one of the world's leading
wealth management, capital markets and advisory companies, with offices in 40
countries and territories and total client assets of approximately
$1.6 trillion. As an investment bank, it is a leading global trader and
underwriter of securities and derivatives across a broad range of asset
classes and serves as a strategic advisor to corporations, governments,
institutions and individuals worldwide. Merrill Lynch owns approximately half
of BlackRock, one of the world's largest publicly traded investment management
companies, with more than $1 trillion in assets under management. For more
information on Merrill Lynch, please visit www.ml.com.

    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. 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 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.





For further information:

For further information: Media Contacts: Ontario Teachers' Pension Plan,
Deborah Allan, (416) 730-5347; Providence Equity Partners, George Sard/Andrew
Cole, (212) 687-8080/(415) 618-8750; Madison Dearborn Partners, Mark
Tresnowski, (312) 895-1040; Merrill Lynch Global Private Equity, Jessica
Oppenheim, (212) 449-2107


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