MTS files Information Circular for special meeting of shareholders

  • Special meeting of shareholders to be held on June 23, 2016
  • Board of directors unanimously recommends shareholders vote in favour of BCE acquisition

WINNIPEG, June 1, 2016 /CNW/ - (TSX: MBT) Manitoba Telecom Services Inc. (MTS) today announced that it has
filed its management information circular and related materials (the Circular) with Canadian securities regulators for a special meeting of MTS shareholders to be held at 9:00 a.m. (Manitoba time) on Thursday, June 23, 2016, at the Provencher Ballroom at the Hotel Fort Garry (222 Broadway, Winnipeg, Manitoba, R3C 0R3) (the Meeting). The Circular is available at www.about.mts.ca/investors and www.sedar.com.

The board of directors of MTS has unanimously approved the proposed acquisition of MTS by BCE Inc. (TSX, NYSE: BCE) and recommends, for the reasons set out in the Circular, that MTS shareholders vote FOR the special resolution to approve the statutory plan of arrangement (the Arrangement) pursuant to which, among other things, BCE will acquire all of the issued and outstanding common shares of MTS.

MTS shareholders of record as of 5:00 p.m. (Manitoba time) on May 20, 2016, will be entitled to receive notice of and vote at the Meeting. The Circular provides important information on the Arrangement and related matters, including voting procedures. The Circular also includes, as Appendix "B", an amended plan of arrangement in respect of the Arrangement which reflects certain technical and non-substantive changes from the original plan of arrangement as agreed to by the parties.

On May 25, 2016, the Court of Queen's Bench of Manitoba granted an interim order providing for the calling and holding of the Meeting and certain other matters related to the Meeting and the Arrangement. A copy of the interim order is included in the Circular.

Completion of the Arrangement is conditional upon, among other things, obtaining approval of at least 66⅔% of the votes cast by MTS shareholders at the Meeting and satisfaction of other required approvals, including receipt of regulatory approvals from the Canadian Radio-television and Telecommunications Commission (CRTC), the Competition Bureau, and Innovation, Science and Economic Development Canada (ISED). It is expected that the Arrangement will be completed in late 2016 or early 2017.

Forward-looking statements disclaimer
This new release contains forward-looking statements and information including, but not limited to, those relating to the Arrangement, information concerning MTS and BCE, and other statements that are not historical facts. Completion and timing of the proposed transaction are subject to closing conditions including, without limitation, obtaining the required MTS shareholder approval, approval of the CRTC, Competition Bureau, and ISED and other approvals, including necessary court approval and BCE obtaining the necessary approvals from the Toronto Stock Exchange and the New York Stock Exchange, as applicable, for the listing of its common shares in connection with the share consideration under the Arrangement, and other closing conditions, including, without limitation, the operation and performance of the MTS business in the ordinary course until closing of the transaction and compliance by MTS with various other covenants contained in the arrangement agreement, all of which are subject to important risks, uncertainties and assumptions. There can be no assurance that the proposed transaction will occur, or that it will occur on the terms and conditions or at the time contemplated in this news release. We disclaim any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

About MTS
At MTS, we're proud to be Manitoba's leading information and communications technology provider. We're dedicated to delivering a full suite of services for Manitobans – Wireless, Internet, TV, Phone Service and Security Systems plus a full suite of Information Solutions, including Unified Cloud and Managed Services. You can count on MTS to make connecting your world easy. We're with you.

We live where we work and actively give back to organizations that strengthen our communities. Through MTS Future First, we provide sponsorships, grants and scholarships, value-in-kind support and volunteer commitment in Manitoba.

MTS Inc. is wholly owned by Manitoba Telecom Services Inc. (TSX: MBT). For more on MTS' products and services, visit mts.ca. For investor information, visit www.mts.ca/aboutus.

SOURCE Manitoba Telecom Services Inc.

For further information: please contact: Investors: Brenda McInnes, Investor Relations, 204-941-6205, investor.relations@mts.ca; Media: Christine Payne, Corporate Communications, 204-941-8576, media.relations@mts.ca; For shareholder inquiries, please contact: D.F. King at 1-800-398-2816 toll free in North America or by email at inquiries@dfking.com.

RELATED LINKS
http://www.mts.mb.ca

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