BCE to convert a portion of its Series AA Preferred Shares into Series AB Preferred Shares



    MONTREAL, Quebec, Aug. 23 /CNW Telbec/ - BCE Inc. (TSX, NYSE:   BCE) today
announced that 9,918,414 of its 20,000,000 Cumulative Redeemable First
Preferred Shares, Series AA ("Series AA Preferred Shares") have been tendered
for conversion, on a one-for-one basis, into Cumulative Redeemable First
Preferred Shares, Series AB ("Series AB Preferred Shares"). Consequently, BCE
will issue 9,918,414 new Series AB Preferred Shares on September 1, 2007. The
balance of the Series AA Preferred Shares that will not have been converted
will remain outstanding and will continue to be listed on The Toronto Stock
Exchange under the symbol BCE.PR.A.
    The Series AA Preferred Shares will pay on a quarterly basis, for the
five-year period beginning on September 1, 2007, as and when declared by the
Board of Directors of BCE, a fixed dividend based on an annual dividend rate
of 4.800%.
    The Series AB Preferred Shares will pay a monthly floating adjustable
cash dividend for the five-year period beginning on September 1, 2007, as and
when declared by the Board of Directors of BCE. The Series AB Preferred Shares
will be listed on The Toronto Stock Exchange under the symbol BCE.PR.B and
should start trading on a when-issued basis at the opening of the market on
August 28, 2007.
    On June 30, 2007, BCE announced that the company has entered into a
definitive agreement for BCE to be acquired by an investor group led by
Teachers' Private Capital (the private investment arm of the Ontario Teachers'
Pension Plan), Providence Equity Partners Inc. and Madison Dearborn Partners,
LLC. Under and subject to the terms of the definitive agreement, as amended,
the investor group has agreed to acquire all of the outstanding Series AA
Preferred Shares at a price of $25.76 per share and all of the outstanding
Series AB Preferred Shares at a price of $25.50 per share, together, in each
case, with accrued but unpaid dividends to the Effective Date (as such term is
defined in the definitive agreement). Completion of these purchases is, as
with respect to the proposed purchase by the investor group of BCE's common
shares and the other series of outstanding preferred shares of BCE,
conditional upon obtaining certain approvals, including BCE shareholder
approval and regulatory approval, and satisfying various other closing
conditions. If these approvals are not obtained and the other closing
conditions are not satisfied or waived, then the investor group will not
purchase any shares of BCE, including any of the Series AA or Series AB
Preferred Shares.
    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. 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 Inc.'s common and preferred shares 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 share acquisitions is subject to a number
of terms and conditions, including, without limitation: (i) approval of the
CRTC, Competition Bureau, Industry Canada and other applicable governmental
authorities, (ii) required BCE shareholder approval, (iii) necessary court
approvals, and (iv) certain termination rights available to the parties under
the definitive agreement. 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 pursuant to which
BCE Inc.'s shares are to be acquired 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 Inc.'s shares. In
addition, depending on the circumstances in which the proposed transaction is
not completed, BCE Inc. could have to pay the investor group significant fees
and costs.
    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 amended, BCE
Inc.'s 2007 Second Quarter MD&A dated July 31, 2007, as well as BCE Inc.'s
Management Proxy Circular dated August 7, 2007, all filed by BCE Inc. 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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