Aliant Inc., the parent corporation of Aliant Telecom Inc., was incorporated on March 9, 1999 as 3595641 Canada Inc. under the Canada Business Corporations Act for the purpose of participating in a series of transactions (more particularly described in the Joint Management Information Circular).
In early 1999, the four principal telecommunications companies operating in Atlantic Canada, Bruncor Inc., Island Tel, Maritime Telegraph and Telephone Company Limited and NewTel Enterprises Limited, determined that by combining their personnel, financial and technological resources they could create a stronger and more vibrant enterprise, with the potential to take advantage of the opportunities for growth available in the telecommunications industry.
Aliant Inc. is the public management holding company which resulted from that combination and has interests primarily in telecommunications (through Aliant Telecom Inc.), information technology, mobile satellite communications services and certain emerging businesses, many of which have a telecommunications focus. Aliant Inc.'s common shares are listed and posted for trading on The Toronto Stock Exchange under the ticker symbol “AIT”...
Aliant Telecom Inc. was incorporated on August 4, 1999 under the Canada Business Corporations Act to become the telecommunications arm of Aliant Inc. Aliant Inc. currently owns 79.4% of Aliant Telecom Inc.'s issued and outstanding shares and NewTel Enterprises Limited, a subsidiary of Aliant Inc., holds the remaining 20.6%. NewTel Enterprises Limited will be wound up at December 31, 1999 and, at that time, Aliant Telecom Inc. will become a 100% owned subsidiary of Aliant Inc. Aliant Telecom Inc. owns directly or indirectly 100% of the common shares of the Telcos, MT&T Mobility Inc. and NewTel Mobility Ltd. Aliant Telecom Inc. also indirectly owns an interest in MITI Information Technology Inc. (“MITI”) of Saint John, New Brunswick, an interest in Xwave Solutions Inc. (“Xwave”) of St. John's, Newfoundland, ImagicTV Inc. (“ImagicTV”) of Saint John, New Brunswick, and MediaLinx Interactive Limited Partnership of Toronto, Ontario (“MediaLinx”)...; however, it is Aliant Telecom Inc.'s intention to transfer all of these holdings except the interest in MediaLinx to other wholly-owned subsidiaries of Aliant Inc. by March 31, 2000. On the completion of these transfers, substantially all of Aliant Telecom Inc.'s operations will be in the telecommunications business...
– Excerpted from Aliant Telecom Inc., Preliminary Short Form Shelf Prospectus dated September 29, 1999
– Source: SEDAR website
http://www.sedar.com/homepage.htm
Wednesday, May 19, 1999
Atlantic merger approved, creating new $3B growth company
ST. JOHN'S, HALIFAX, CHARLOTTETOWN, SAINT JOHN, May 19 /CNW/ – Bruncor Inc., Island Telecom Inc., Maritime Telegraph and Telephone Company Limited, and NewTel Enterprises Limited, owners of the major IT and provincial telecommunications companies in Atlantic Canada, announced today that shareholders at their respective annual and special general meetings approved the merger of their four entities. Over 99% of shareholders voted in favour of the resolution to form one company with the working name of AtlanticCo.
Speaking on behalf of the chairpersons of each company, Bruncor's chairman, Lino Celeste, said; “Merger approval by such a high number of shareholders clearly demonstrates that the creation of a new holding company makes sound business sense. This is an historic moment for our companies and for all of Atlantic Canada. We're very pleased that shareholders supported the findings of our recommendations.”
The merger will create a new entity, structured as a holding company, owning 100 per cent of each of the four regional telecommunications companies, as well as the current ownership positions of the other, non-telecommunications businesses of Bruncor, NewTel and MTT. It will operate with a virtual head office; all of the current offices in Atlantic Canada will continue to play an important role.
“By uniting, we will capitalize on our strengths and become the largest publicly traded company in Atlantic Canada,” said Stephen Wetmore, president and CEO of AtlanticCo. “But it's not our size and our growth prospects that matter most; it's the fact that we'll be forming a company that can safeguard our futures.
“Our new company has a solid financial foundation, the size, scope and growth strategies to become a significant player in North America's communications and information technology industries,” Mr. Wetmore said. “It will deliver superior services to our customers; it will provide satisfying careers for our employees; it will offer rewards for shareholders; and it will be a positive force supporting Atlantic Canada's economy.”
The merged company, at an initial market capitalization of $3 billion, will be one of the largest private-sector employers in Atlantic Canada with 9,000 employees. AtlanticCo will be the third-largest incumbent telecommunications company in Canada, the second-largest Canadian-owned IT group, and one of the largest mobile satellite services companies in North America.
The new company will be launched as a growth company with four core lines of business: telecommunications, information technology (IT), mobile satellite communications, and emerging business.
The senior management team of AtlanticCo will include: Stephen Wetmore, President and CEO of NewTel Enterprises who becomes President and CEO of AtlanticCo; Colin Latham, President and CEO of MTT, who becomes Executive Vice-President, AtlanticCo, and President, AtlanticCo Telecommunications, overseeing the operations of the four telecommunications companies – NBTel, MTT, Island Tel, and NewTel Communications; Gerry Pond, President and CEO of Bruncor and NBTel, who becomes Executive Vice-President, AtlanticCo, and President of Information Technology and Emerging Business, AtlanticCo; Bob Benson, Executive Vice-President and CFO, NewTel, who becomes Executive Vice-President and Chief Financial Officer, AtlanticCo; Bill Steeves, Vice-President and CFO, Bruncor and NBTel, who becomes Vice-President, Corporate Services, AtlanticCo, heading up a transition team to manage the organizational integration. Fred Morash, President of Island Tel and Frank Fagan, President of NewTel Communications will continue in their respective leadership positions. Gerry Pond and Colin Latham will remain in their positions as president and CEO of NBTel and MTT, respectively. Lino Celeste, Chairman of Bruncor, will become the non-executive chairman of AtlanticCo.
To approve the merger, 66 2/3 per cent of votes cast had to be in favour of the special resolution at Bruncor and NewTel Enterprises. Island Telecom's shareholders needed to approve the resolution with 75 per cent of all votes cast and MTT's shareholders had to agree with 50 per cent by number and 75 per cent by value of votes cast.
The formal launch of AtlanticCo – with a new name – will take place by early June. Over the course of the next two weeks, all four companies will concentrate on completing legal and stock exchange requirements.
AtlanticCo is the current working name of the management holding company. Its operations will provide advanced communications services and integrated solutions to customers worldwide. With 9,000 employees throughout Canada and the US, it will deliver expertise in the areas of local, long-distance, wireless, data, Internet, information technology, managed network services, and mobile satellite communications. Its customers include public and private enterprises, governments, businesses and consumers. AtlanticCo's structure will include four lines of business.
NBTel, MTT, Island Tel, NewTel Communications, NBTel Mobility, MTT Mobility, Island Tel Mobility, NewTel Mobility.
MITI Information Technology Inc., (MITI), xwave solutions, Island Tel Advanced Solutions (ITAS), NBTel's IT division.
Stratos Global Corporation
AMI Offshore, Salter New Media, Brooklyn North, ConneCTIvity, iMagicTV, NBTel Global, New North Media, NewTech Instruments, MTT Holdings Inc., and MTT Leasing Inc.
– Source: (BellAliant archive)
AtlanticCo press release, 19 May 1999
http://bellaliant.ca/english/news/news2.asp?YYYY=1999¤tPage=7&Keyword=&BU1=&BU2=&BU3=&BU4=&BU5=&BU6=&BU7=&BU8=&FromDay=1&FromMonth=1&FromYear=1999&ToDay=31&ToMonth=12&ToYear=1999&frompage=news&id=18
– Source: (BellAliant archive)
AtlanticCo press release, 22 May 1999
http://bellaliant.ca/english/news/news2.asp?YYYY=1999¤tPage=7&Keyword=&BU1=&BU2=&BU3=&BU4=&BU5=&BU6=&BU7=&BU8=&FromDay=1&FromMonth=1&FromYear=1999&ToDay=31&ToMonth=12&ToYear=1999&frompage=news&id=17
On May 31, 1999, 3588378 Canada Inc. acquired 52,540,265 common shares of Aliant (the company under which Bruncor Inc. (“Bruncor”), Maritime Telegraph and Telephone Company Limited (“MT&T”) and NewTel Enterprises Limited (“NewTel”) were combined on May 31, 1999), representing approximately 41.6% of the outstanding common shares of Aliant from BCE Inc. (“BCE”), the parent company of Bell Canada. Previously on May 28, 1999, 3588378 Canada Inc. had acquired all of BCE's interests in Bruncor, MT&T and NewTel, which interests were exchanged for the shares of Aliant. Bell Canada now holds 52,540,265 common shares of Aliant.
– Source: SEDAR website
http://www.sedar.com/homepage.htm
The share exchange resulted in a total of 126,437,484 Aliant common shares being issued, with the shareholders of the Predecessor Companies holding the following shares:
Number of Aliant % of
Shareholder group common shares shares
outstanding
Bruncor former shareholders 44,151,541 34.92%
MTT former shareholders 49,889,477 39.46%
NEL former shareholders 28,862,997 22.83%
Island former shareholders 3,533,469 2.79%
(other than Maritime Holdings)
Total 126,437,484 100.00%
– Source:
At the close of business on June 30th, 1999, the market price of a share of Aliant stock was $22.45. This values the 126,437,484 shares of Aliant Inc. at $2,838,521,516. This is known as the market capitalization (or the “market cap” ) of the company at that time. At that moment in time, this was the total market value of the company.
This day, Monday, 31 May 1999, was the last business day for the venerable Maritime Telegraph & Telephone Company, the dominant telephone company in Nova Scotia since 1910.
May 31, 1999
Atlantic merger approved, creating new $3B growth company
ST. JOHN'S, HALIFAX, CHARLOTTETOWN, SAINT JOHN, May 31 – A new name will enter the TSE tomorrow with the launch of Aliant Inc., a $3 billion growth company with annual revenues of $1.7 billion, 9,000 employees, and interests in telecommunications, information technology, mobile satellite communications, and emerging business.
Trading under the symbol "AIT", Aliant has emerged onto the Canadian technology scene from the business combination of Bruncor Inc., Island Telecom Inc., Maritime Telegraph and Telephone Company Limited, and NewTel Enterprises Limited, owners of the major IT and provincial telecommunications companies in Atlantic Canada. Over 99% of voting shareholders were in favour of the resolution to form one company in Shareholder Meetings which were held on May 18 and 19. BCE Inc. will beneficially own 41.6% of Aliant. As a result of this combination, the shares of Bruncor (BRR), Island Tel (IT), MTT (MTT), and NewTel Enterprises (NEL) will no longer be traded on the stock exchanges as of the opening of business tomorrow...
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The Wayback Machine has archived copies
Archived: 2000 Feb 26 Launch of Aliant Inc.
Archived: 2000 Aug 23 Launch of Aliant Inc.
These links were accessed and found to be valid on 07 July 2010. |
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The Wayback Machine has archived copies of this website:
Archived: 1996 Oct 19 Bruncor Inc. Home Page
Archived: 1996 Oct 19 Bruncor Inc. – What We Do
Archived: 1996 Oct 19 Bruncor Inc. Directors 1995
Archived: 1996 Oct 19 Bruncor Inc. year-end report 1995
Archived: 1998 Dec 05 Frank McKenna appointed a Bruncor director
Archived: 1998 Apr 24 Bruncor buys MITI
These links were accessed and found to be valid on 03 July 2010. |
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The Wayback Machine has archived copies of this website:
Archived: 1996 Nov 11 Home page
They got the company's name wrong: Maritime Telephone and Telegraph Company Limited (“Telegraph” after “Telephone”)
Archived: 1996 Nov 11 Colin Latham speech to shareholders
Maritime Telegraph and Telephone Company Limited (“Telegraph” before “Telephone”)
Archived: 1997 Jan 25 Home page
Two different versions appear on this one page, with “Telegraph” before and after “Telephone”
Archived: 1996 Nov 11 MT&T reports results for 1995
Archived: 1996 Nov 11 MT&T reports results for first quarter 1996
Archived: 1996 Nov 11 MT&T reports results for third quarter 1996
Archived: 1996 Nov 11 Comments re MT&T results for third quarter 1996
These links were accessed and found to be valid on 05 July 2010. |
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The Wayback Machine has archived copies of this website:
Archived: 1997 May 31 Island Telephone Company Limited
Archived: 1998 Jan 19 Island Telephone Company Limited
Archived: 1998 Jan 19 Welcome to Call Minder
Archived: 1998 Jan 19 Island Tel's Top Free Stuff
Archived: 1998 Jan 19 Online services now available
Archived: 1998 Jan 19 Digital switching conversion completed
Archived: 1998 Jan 19 Letter to shareholders
Archived: 1998 Dec 06 Island Tel Advanced Solutions
Archived: 2000 Feb 29 About Island Tel
Archived: 2000 Aug 23 Island Tel Advanced Solutions
These links were accessed and found to be valid on 03 July 2010. |
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The Wayback Machine has archived copies of this website:
Archived: 1998 Dec 12 NewTel Enterprises
Archived: 1999 Mar 02 NewTel Enterprises
Archived: 1998 Dec 12 NewTech Instruments
Archived: 1998 Dec 12 Stratos Global Corporation
These links were accessed and found to be valid on 03 July 2010. |
Effective May 31, 1999, Bruncor Inc., Island Telecom Inc., Maritime Telegraph and Telephone Company Limited and NewTel Enterprises Limited combined their businesses to form Aliant Inc., which began operations on June 1, 1999. Aliant Inc. operates four reportable segments:
– provides a full range of telecommunications services in New Brunswick, Nova Scotia, Prince Edward Island and Newfoundland and Labrador. Included in this line of business are NBTel Inc., Maritime Tel & Tel Limited, Maritime Tel & Tel Mobility Limited, Island Telecom Inc., NewTel Communications Inc. and NewTel Mobility Limited.
– provides systems integration, application development, local area network installation, wide area network management, data center operations, VAR and information technology planning services. Included in this line of business are Xwave Solutions Inc., MITI Information Technologies Inc., IT division of NB Tel and Island Tel Advanced Solutions Inc.
– provides a full range of satellite communications services to clients in the domestic and international marketplace. Included in this line of business is Stratos Global Corporation.
– focused on developing and nurturing new technology-based products and services such as;
(1) computer telephony integration, TV over copper, high-speed e-commerce, and new media. This includes New North Media, iMagicTV, NBTel VideoActive Networks Ltd., and NBTel Global;
(2) electronics manufacturing carried out by NewTech Instruments Limited; and
(3) Supply and service of the east coast oil and gas industry as conducted by AMI Offshore Limited.
Aliant Telecom Inc. holds 100 per cent of Aliant Inc.'s interests in Island Tel, MTT, NBTel, NewTel Communications, MTT Mobility and NewTel Mobility.
– Excerpted from Aliant news release 28 July 1999
– Source: SEDAR website
http://www.sedar.com/homepage.htm
Aliant Inc., began operations on June 1, 1999 from
the combination of Bruncor Inc., Island Telecom Inc., Maritime Telegraph and Telephone Company Limited, and NewTel Enterprises Limited. The third party costs of effecting the merger arrangement were to be charged to retained earnings. These costs included financial advisor fees, regulatory filing fees, legal and accounting fees and printing and mailing costs. A total of $14.2 million ($8.1 million after income taxes) of these costs were recorded in the second quarter (ended June 30, 1999). As previously reported, the Company had estimated restructuring costs associated with the merger at $56.0 million ($31.9 million after tax). The Company is actively working on its restructuring plans. The restructuring cost will be recorded as a one time charge against income when completed, currently anticipated for the third quarter...
– Excerpted from Aliant news release 28 July 1999
– Source: SEDAR website
http://www.sedar.com/homepage.htm
At December 31,1999, the principal subsidiaries of Aliant Inc. include:
• Aliant Telecom Inc.
• Island Telecom Inc.
• Maritime Tel & Tel Limited
• MT&T Mobility Incorporated
• NBTel Inc.
• NewTel Communications Inc.
• NewTel Mobility Limited
• Aliant Information Technology Inc.
• xwave solutions inc.
• MITI Information Technology Inc.
• Aliant Horizons Inc.
• Stratos Global Corporation
• AMI Offshore Inc.
• NBTel Global Inc.
• ConneCTIvity Contact Centre Solutions Inc.
• Aliant Internet, LLC
• Aliant Properties Inc.
– Source: SEDAR website
http://www.sedar.com/homepage.htm
On October 4, 1999, Bell Canada announced its intention to make a cash offer to purchase up to 15.8 million outstanding common shares of Aliant at $27 per share for a total consideration of up to $427 million. On December 20, 1999, the offer was increased to $27.50 per share and was made by BCE rather than by Bell Canada. On January 27, 2000, BCE announced that 30,580,538 common shares of Aliant were validly tendered under the offer and that it had taken up and accepted for purchase its previously announced allotment of 15.8 million shares, representing a proration factor of 51.21 per cent. Following this purchase, BCE's direct ownership interest in Aliant was approximately 12.4 per cent. Certain put and call options have been put in place, which if exercised, will transfer the shares acquired by BCE to Bell Canada, thereby bringing Bell Canada's ownership of the common shares of Aliant to approximately 54 per cent (53 per cent on a fully-diluted basis)...
– Excerpted from BCE Inc. Annual Information Form 1999 for the year ended December 31, 1999
– Source: SEDAR website
http://www.sedar.com/homepage.htm
In January 2000, BCE Inc. successfully completed the acquisition of 15.8 million outstanding common shares, for $27.50 per share, of Aliant Inc. (Aliant) (the company under which, on May 31, 1999, Bruncor Inc. (Bruncor), Maritime Telegraph and Telephone Company Limited (MT&T) and NewTel Enterprises Limited (NewTel) were combined). This brings BCE Inc.'s and Bell Canada's total ownership in Aliant to 54% (approximately 41% held by Bell Canada and approximately 13% held by BCE Inc.), or approximately 53% on a fully diluted basis...
– Excerpted from BCE Inc. Annual Report 1999
– Source: SEDAR website
http://www.sedar.com/homepage.htm
Halifax, NS March 15, 2000 — Aliant (TSE: AIT) and NS Power Holdings (TSE: NSH), the parent companies of MTT and Nova Scotia Power respectively, have signed a memorandum of understanding that will see these companies working together to grow their respective businesses in Nova Scotia and explore national and international opportunities. Each company will now continue to focus on its core business while pursuing other joint initiatives.
“This is an exciting growth opportunity for both companies,” says Chuck Hartlen, Vice President Customer Services, MTT. “A joint steering committee has immediately begun to identify new opportunities. We will focus on doing more for our customers and it won't be long before they see real benefits from this relationship.”
“Outside Canada, several telecommunications and energy companies have adopted similar strategies in order to succeed and grow in today's rapidly evolving business environment,” continued Hartlen.
Jay Forbes, Senior Vice President and CFO, NS Power Holdings says, “This relationship is a great example of Atlantic Canadians working together and working smarter to compete with the best in the world. We can accomplish much more together than we can alone, including joint initiatives to deliver innovative products and services to customers and opportunities for employees.”
So far, three transactions have been identified. First, NS Power Holdings will sell Enercom Communications and its fibre optic network surrounding Halifax and linking Halifax with Sydney, to MTT. Second, MTT will be the preferred supplier of telecommunications and related services to NS Power Holdings, and Nova Scotia Power will be the preferred energy supplier to MTT. Third, maintenance of all utility poles in Nova Scotia will be consolidated and managed by Nova Scotia Power which will also install, own and maintain all new utility pole infrastructure.
“These first transactions are only the beginning,” adds Forbes. “As our joint steering committee further explores the potential of this relationship, we expect to have more initiatives to announce in the weeks and months ahead. Completion of these transactions will be subject to approval by the regulators.”
NS Power Holdings Inc. is a diversified energy and services company, with 440,000 customers and $2.8 billion in assets. Its main operating subsidiary, Nova Scotia Power, is the primary electricity supplier in Nova Scotia...
— Source: (BellAliant archive)
Aliant press release, 15 March 2000
http://bellaliant.ca/english/news/news2.asp?YYYY=2000¤tPage=12&Keyword=&BU1=&BU2=&BU3=&BU4=&BU5=&BU6=&BU7=&BU8=&FromDay=1&FromMonth=1&FromYear=2000&ToDay=31&ToMonth=12&ToYear=2000&frompage=news&id=202
One of the most difficult things when you're small is that your innovation has a difficult time getting to market. If you can develop your distribution channels, you can take good products and get them presented and in the door.
– Stephen Wetmore, CEO of Aliant Inc.
April 24, 2002 — Jean Monty, Chairman of the Board and Chief Executive Officer of Bell Canada Enterprises (BCE Inc.), today announced that BCE (nyse: BCE), the parent of Bell Canada, will no longer provide long-term funding to Teleglobe, the long-distance voice and data network that Monty acquired only two years ago. Without continued support from BCE, the moneylosing Teleglobe seems headed for a bankruptcy filing. “It's obvious that BCE has gone through a difficult period with Teleglobe, but it is important that we turn the page in all respects,” said Monty, as quoted by Reuters. That includes the firm's top leadership. Monty, 54, tendered his resignation to his board last week; he announced his departure on Wednesday, April 24. His successor as chief executive of the Montreal-based firm is Michael Sabia, the chief operating officer, who seems likely to lead BCE on an orderly retreat from the further reaches of Monty's convergence strategy...
– Source: (Forbes archive)
Forbes, 25 April 2002
http://www.forbes.com/2002/04/25/0425monty.html
– Reference:
In Conversation: Jean Monty
Jean Monty's New New Media and Almost New Company
Ivey Business Journal September-October 2001
Richard Ivey School of Business, The University of Western Ontario
http://www.iveybusinessjournal.com/view_article.asp?intArticle_ID=307
SAINT JOHN, NB, September 18, 2003 – Aliant Inc. (TSX: AIT) announced today that it has entered into an agreement to sell to a syndicate of underwriters, led by RBC Capital Markets, 26,141,024 Subscription Receipts, each of which entitles the holder to acquire one Common Share of Stratos Global Corporation, upon receipt of regulatory approval. Each Subscription Receipt will be sold at a price of $13 per share, payable on an installment basis. The gross proceeds to Aliant from the offering will be $339,800,000.
The first installment of $6.50 is payable on closing of the offering and the final installment of $6.50 is payable shortly following receipt of regulatory approval. The Subscription Receipts will be issued in Canada by way of a short-form prospectus, which Aliant will file with the securities regulatory authorities in all of the Canadian provinces.
Closing of the offering is expected to occur on or about October 6, 2003 and is subject to customary closing conditions, including approval by securities regulators and listing of the Installment Receipts on the Toronto Stock Exchange. Completion of the sale of the underlying Stratos Common Shares is subject to approval by the United States Federal Communications Commission (FCC) which is anticipated on or before December 31, 2003. The Subscription Receipts will be automatically exchanged for common shares upon receipt of FCC approval. If approval by the FCC is not granted on or before February 1, 2004, the proceeds of the offering will be returned to the purchasers, along with interest earned thereon, of the Subscription Receipts, the disposition of Aliant's investment in Stratos will not be completed, and Aliant will assess its alternatives for disposition of this investment. Upon completion of this transaction Aliant will have sold its entire 53.2% ownership interest in Stratos.
“The disposition of this investment is an important step for Aliant, one which will enable us to focus on our core telecommunications operations in Atlantic Canada,” said Jay Forbes, President and CEO of Aliant. “Stratos has become increasingly independent of Aliant and, with its formidable market presence and strong operating capability, is well positioned to successfully continue with its evolution and growth.”
Mr. Forbes continued, “The cash proceeds to be received from this disposition will add to Aliant's already-strong free cash flow generation from operations this year. These funds will be deployed in a manner consistent with our objective to maximize shareholder value. We will reflect the impact of this transaction on Aliant's 2003 guidance when we disclose our third quarter results...”
– Source: (BellAliant archive)
Aliant press release, 18 September 2003
http://bellaliant.ca/english/news/news2.asp?YYYY=2003¤tPage=21&Keyword=&BU1=&BU2=&BU3=&BU4=&BU5=&BU6=&BU7=&BU8=&FromDay=1&FromMonth=1&FromYear=2003&ToDay=31&ToMonth=12&ToYear=2005&frompage=news&id=1010
SAINT JOHN, NB, October 6, 2003 – Aliant Inc. (TSX: AIT) announced today that it has completed the previously announced sale of 26,141,024 Subscription Receipts, each of which entitles the holder to acquire one Common Share of Stratos Global Corporation, upon receipt of U.S. Federal Communications Commission approval. The Subscription Receipts were sold to a syndicate of underwriters led by RBC Capital Markets at a price of $13.00 per Subscription Receipt. The purchase price is payable on an instalment basis and this first instalment was paid today. Instalment Receipts evidencing ownership of the Subscription Receipts will commence trading on the Toronto Stock Exchange effective today, October 6, 2003.
– Source: (BellAliant archive)
Aliant press release, 6 October 2003
http://bellaliant.ca/english/news/news2.asp?YYYY=2003¤tPage=20&Keyword=&BU1=&BU2=&BU3=&BU4=&BU5=&BU6=&BU7=&BU8=&FromDay=1&FromMonth=1&FromYear=2003&ToDay=31&ToMonth=12&ToYear=2005&frompage=news&id=1019
Halifax, NS, October 31, 2003 – Aliant (TSX: AIT) and its partner DownEast Communications are officially opening the first store featuring the Aliant brand at the Mic Mac Mall in Dartmouth on Saturday, November 1 at 9:30 a.m.
This is one of two stores Aliant and DownEast Communications have joined forces to open in the Halifax Regional Municipality. The Aliant store in the Halifax Shopping Centre is already open for customers and will be officially opened on Saturday, November 8.
“It is important that our customers have a clear understanding of where they can go to find Aliant products and services,” said Jay Forbes, Aliant President and CEO. “With Aliant's logo on the storefront, a new, leading-edge design and Aliant's full suite of products and services available, these new stores will provide customers with a superior shopping experience.” ...The opening also marks the start of Aliant's retail transformation, as a common store environment will be established across the region. Additional Aliant stores with the same look and feel will open across Atlantic Canada in the coming year...
– Source: (BellAliant archive)
Aliant press release, 31 October 2003
http://bellaliant.ca/english/news/news2.asp?YYYY=2003¤tPage=20&Keyword=&BU1=&BU2=&BU3=&BU4=&BU5=&BU6=&BU7=&BU8=&FromDay=1&FromMonth=1&FromYear=2003&ToDay=31&ToMonth=12&ToYear=2005&frompage=news&id=1024
Aliant Inc. announced today that the United States Federal Communications Commission (FCC) has granted approval to permit the transfer of common shares of Stratos Global Corporation to holders of Aliant's Subscription Receipts. Aliant also announced that the State approvals required in order to permit the transfer have been granted. Aliant will be taking the steps necessary to complete the sale and intends to announce next week the date on which the final instalment is required to be paid...
– Source: (BellAliant archive)
Aliant press release, 5 December 2003
http://bellaliant.ca/english/news/news2.asp?YYYY=2003¤tPage=19&Keyword=&BU1=&BU2=&BU3=&BU4=&BU5=&BU6=&BU7=&BU8=&FromDay=1&FromMonth=1&FromYear=2003&ToDay=31&ToMonth=12&ToYear=2005&frompage=news&id=1036
SAINT JOHN, NB, December 11, 2003 – Aliant Inc. (TSX:AIT) announced today that it has received the necessary U.S. Federal Communications Commission and state approvals and all other approval conditions have been satisfied for the transfer of Common Shares of Stratos Global Corporation to holders of Aliant's Subscription Receipts. As previously announced, on October 6, 2003, Aliant had sold 26,141,024 Subscription Receipts, each of which entitles the holder to acquire one Common Share of Stratos. The Subscription Receipts were sold to a syndicate of underwriters led by RBC Capital Markets at a price of $13.00 per Subscription Receipt. The purchase price for the Subscription Receipts was payable on an instalment basis and the first instalment of $6.50 was paid on October 6, 2003. The final instalment of $6.50 is due at 4:00 p.m. (local time at place of payment) on December 29, 2003. Since the instalment receipts are traded through the book-entry only system of The Canadian Depository for Securities Limited, holders need to contact their broker to make arrangements to pay the Final Instalment.
Pursuant to the terms of the instalment receipt agreement, if payment of the final instalment is not duly received in full from a holder of instalment receipts when due, the Common Shares of Stratos which are held as security under the instalment receipt agreement may, at the option of Aliant and to the extent permitted by law, be reacquired by Aliant in satisfaction of all obligations of a holder of the instalment receipts or may be liquidated with the holder remaining liable for any deficiency. It is expected that the instalment receipts (representing the Subscription Receipts) will be delisted from the Toronto Stock Exchange at the close of trading on or about December 29, 2003...
– Source: (BellAliant archive)
Aliant press release, 11 December 2003
http://bellaliant.ca/english/news/news2.asp?YYYY=2003¤tPage=19&Keyword=&BU1=&BU2=&BU3=&BU4=&BU5=&BU6=&BU7=&BU8=&FromDay=1&FromMonth=1&FromYear=2003&ToDay=31&ToMonth=12&ToYear=2005&frompage=news&id=1038
Working with customers and partners to deliver innovative solutions to Atlantic Canada – Aliant, Atlantic Canada's leading communications provider, today announced a trial launch of five Wireless Internet Access Zones commonly known as “Wi-Fi” service. The name “Wi-Fi” comes from “Wireless Fidelity” and this service will provide Atlantic Canadians with wireless high-speed access to the Internet. This provides travelers with another convenient option to access the Internet, e-mail and corporate networks in public locations without the need for a physical connection.
During the six-month trial, which begins today, customers with wireless cards in their laptops, commonly known as 802.11-enabled, will have free unlimited access at the following Atlantic Canadian locations:
• Halifax International Airport
• Halifax World Trade and Convention Centre
• St. John's International Airport
• Greater Moncton International Airport
• Atlantic Technology Centre in Charlottetown
“Aliant takes great pride in our history of working directly with Atlantic Canadians to better understand their needs and deliver the latest communications services our customers require,” said Chuck Hartlen, Vice President, Aliant Mobility. “These are key high-traffic areas in major cities across our region, and we are pleased to be working with all of these locations to offer additional value to their clients. Our collaboration with them and industry-leading equipment providers such as Nortel Networks and Cisco Systems, help make it possible for Atlantic Canadians to do business where they want and access information when they need it.”
Each location has select areas, known as hotspots, which allow customers access to high-speed Internet without the need for a physical connection. As long as customers are within a 50 to 100 metre radius of the hotspot, they can access Aliant's network and its services.
“The investments we have made in our networks allow us to continue to provide our customers with the new, cutting-edge products and services they want, like camera phones, expanded access to our 1X network, and now Wireless Internet Access locations,” said Mr. Hartlen...
– Source: (BellAliant archive)
Aliant press release, 17 February 2004
http://bellaliant.ca/english/news/news2.asp?YYYY=2003¤tPage=17&Keyword=&BU1=&BU2=&BU3=&BU4=&BU5=&BU6=&BU7=&BU8=&FromDay=1&FromMonth=1&FromYear=2003&ToDay=31&ToMonth=12&ToYear=2005&frompage=news&id=1055
These zones or locations are commonly referred to as “Wi-Fi” areas. “Wi-Fi”, short for Wireless Fidelity, is a wireless technology used to connect to the Internet or transmit data at high speed over wireless local area networks (WLANs) in offices, homes and public spaces. Wi-Fi operates in an unlicensed and unregulated spectrum, or radio frequency, similar to that used for cordless telephones.
Wi-Fi is accessed through hotspots, which are high-traffic public areas such as airports, hotels, conference centres and restaurants, where customers can gain high-speed wireless Internet access by simply launching a web browser on a laptop or handheld device that is Wi-Fi enabled.
It allows customers to send and receive e-mails, access the Web and log on to corporate intranet sites in convenient locations where they may otherwise be disconnected or not have wireless access.
A Wi-Fi network consists of wireless access points (antennas) that are accessed by customers with a Wi-Fi enabled laptop or PDA (those with a Wi-Fi network card – built into the device or purchased separately). The wireless access points are connected to a LAN server or an Internet connection.
There are three main versions of Wi-Fi in the market today: 802.11a, 802.11b and 802.11g. All three standards use the Ethernet protocol and CSMA/CA for path sharing and all operate in an unlicensed and unregulated spectrum. Aliant's free Wi-Fi trial is based on the 802.11b industry standard – the most pervasive and widely used protocol for wireless connectivity.
802.11b operates in the 2.4 MHz range at speeds of up to 11 Mbps, 802.11a operates in the 5 GHz range at speeds of up to 54 Mbps and 802.11g in the 2.4 GHz range with speeds of up to 54 Mbps. 802.11g is also compatible with 802.11b networks.
Public hotspots are those locations that are made available to the general public in high-traffic areas such as airports, hotels, convention centers, etc. Generally, customer access is granted through either a monthly subscription fee or a pay-per-use model (customer gives a credit card number for metered access).
The term private hotspot is sometimes used to denote a private business or organization, such as a restaurant, that owns and offers their own Wi-Fi hotspot access in their location. However, the term most commonly refers to a remote private Wi-Fi network with restricted access by members only, such as the police.
Industry analysts have estimated significant growth in the total number of business hotspots and hotspot service revenues in the next five years in the U.S. Allied Business World states that “Wireless hotspots that enable handheld and laptop users to connect to the Internet from public places such as airports, cafes and public libraries will grow rapidly in the next few years ...subscriber revenue for access to hotspots will increase to $868 million by 2006 from a negligible $1.1 million in 2000.”
According to BWCS, a U.K. based research company, by 2006 there will be almost 17 million WLAN hotspot users worldwide generating annual revenues of US$7.3 billion, and ARC Group estimates that by 2005, people in metropolitan areas may spend up to 80% of their time in WLAN hotpsots where they will have wireless Internet access without needing to roam onto 3G services.
According to industry research, billions of dollars in research and development and manufacturing capacity are now directed at developing 802.11 products. A November 2001 study conducted by Analysys, a U.S. research company, suggests that 21 million people will use public Wi-Fi access by 2007, via 41,000 hotspots, generating $3 billion dollars in revenue. Research conducted in 2002 by Alexander Resources, states that the largest portion of worldwide service revenues, reaching $9.5 billion by 2007, will be generated from WLAN systems deployed in public areas.
Canada is in a strong position to leverage the benefits of the high-speed Internet market and extend its reach to the wireless arena. NFO Interactive Canada says that the United States and Canada are the two global leaders in 'broadband readiness', with Canada having a much higher broadband penetration rate. According to Kinetic Strategies, Canada's broadband penetration (22%) far surpasses that in the U.S. (10%).
Aliant is actively participating in the growth and development of the industry. With its existing network infrastructure, Aliant is strongly positioned to provide Wi-Fi solutions to fit the needs of Atlantic Canadians, and is working with its customers and industry partners to develop a comprehensive hotspot offering to the Atlantic Canadian marketplace.
– Source: (BellAliant archive)
Aliant press release, 17 February 2004
http://bellaliant.ca/media/wifi_backgrounder.pdf
– Reference:
In Depth Technology: Wi-Fi hotspots
CBC News, 25 September 2007
http://www.cbc.ca/news/background/tech/how-it-works/wifi.html
Halifax, Nova Scotia, February 7, 2005 – Aliant, Atlantic Canada's largest information and communications technology company, is launching two innovative, fibre optic-based broadband services to consumers: 10 megabit Internet service and Atlantic Canada's first Fibre-to-the-Home trial.
“At Aliant, we take pride in our track record of innovation and providing customers with world-leading communications, information and entertainment solutions,” said Heather Tulk, Vice President Broadband and Marketing, Aliant. “Our latest advancements in the use of fibre optic technology allow us to deliver Atlantic Canada's fastest broadband connection and the region's first Fibre-to-the-Home trial.”
Using fibre optic technology, Aliant can now deliver a 10 megabit Internet service – one of the fastest broadband connection speeds in Canada, to apartment building residents. By July, approximately 30 apartment buildings in the Halifax Regional Municipality will be equipped for fibre delivered Internet. Aliant High Speed Ultra customers living in these buildings will enjoy the 10 megabit download speed, giving them an even better online experience, whether they are playing online video games, downloading music, surfing the Web, emailing, or sharing files and pictures with friends and family.
To further test the capabilities of fibre technology, Aliant is also conducting Atlantic Canada's first Fibre-to-the-Home (FTTH) trial. Thirty-two participants in the Royale Hemlocks community in Bedford, Nova Scotia will take part in the 12-month trial.
For the trial, Aliant is installing a fibre optic network that will provide more than 30 megabits of bandwidth to individual residences. Through a combination of wired and wireless applications, trial participants will be provided with the newest and fastest Aliant service offerings – via fibre optic cable connected directly to their homes. Trial services will initially include 10 megabit Internet, TV on my PC, Music on my PC and Aliant Security Services (anti-virus, parental control, and personal firewall).
To receive fibre delivered Internet, apartment buildings will be wired via a central switch that allows every data jack in the building to be pre-wired for high-speed Internet while delivering dedicated bandwidth to each individual unit. This network design removes the need for a modem, giving tenants the convenience to move their computer around their apartment and to log-on to the Internet in any room with a data jack using an Ethernet cord.
As development on new Internet Protocol (IP) based applications such as video and Voice over IP (VoIP) progress, Aliant will add these to its suite of products and services available over fibre...
– Source: (BellAliant archive)
Aliant press release, 7 February 2005
http://bellaliant.ca/english/news/news2.asp?YYYY=2003¤tPage=11&Keyword=&BU1=&BU2=&BU3=&BU4=&BU5=&BU6=&BU7=&BU8=&FromDay=1&FromMonth=1&FromYear=2003&ToDay=31&ToMonth=12&ToYear=2005&frompage=news&id=1167
Halifax, N.S. – Aliant TV, a value-packed digital television service, today launches in Bedford, Nova Scotia. The new, IP-based television service delivers digital picture and sound quality and features over 150 television and over 70 music channels.
“Aliant is pleased to offer our 100 per cent digital television service to our Aliant High Speed Value Package customers in the Bedford area – a great television alternative and a great value,” says Heather Tulk, Vice-President, Residential Markets, Aliant. “With more channels and features than full-tier analog cable – combining phone, cell, Internet and television on one bill from Aliant is a convenient and cost-effective choice for our customers.”
The digital television service is now available to Aliant High-Speed Internet customers in Clayton Park, Wedgewood, Rockingham, Fairview and Bedford. Aliant intends to extend the television service to other areas in the Halifax Regional Municipality and to additional urban centres throughout Atlantic Canada.
Since Aliant TV launched in Halifax last June, the company has received positive customer feedback about the new digital television service. Feedback indicates that many customers are satisfied with Aliant TV and are very likely to recommend the service to others.
“Aliant TV is a great value,” says Cathy Todd, Aliant TV customer. “The installation was very straightforward and the digital channel selection – including the music channels – is remarkable.“
Aliant TV delivers value, quality and choice to High-Speed Value Package customers starting at $29 per month for the first 12 months. The television service delivers high quality picture and sound, on up to two television sets. Over 150 fully digital television channels are available, including all four local channels; over 70 digital music channels (including 30 Atlantic Canadian radio stations); and a host of other features including an easy-to-use electronic (on-screen) program guide, free time-shifting that allows customers to watch their favourite shows from other time zones and access to pay-per-view movies and events.
Customers subscribing to Aliant TV do not have to pay for any additional equipment or installation. With the Bell ExpressVu satellite television solution, and Aliant TV, Aliant will ensure that as many customers as possible have access to leading edge entertainment solutions...
– Source: (BellAliant archive)
Aliant press release, 11 May 2006
http://bellaliant.ca/english/news/news2.asp?YYYY=2006¤tPage=9&Keyword=&BU1=&BU2=&BU3=&BU4=&BU5=&BU6=&BU7=&BU8=&FromDay=1&FromMonth=1&FromYear=2006&ToDay=31&ToMonth=12&ToYear=2006&frompage=news&id=1368
Saint John, (NB), July 7, 2006 – Aliant Inc. (TSX: AIT) announced today that the Plan of Arrangement creating the new Bell Aliant Regional Communications Income Fund (Bell Aliant) has been completed. The transaction has received all shareholder, board, court and regulatory approvals, and all other closing conditions have been satisfied or waived.
The new income trust combines Aliant's wireline operation in Atlantic Canada, its information technology and other operations with Bell Canada's wireline operation in its regional territories in Ontario and Quebec as well as its indirect 63.4 per cent interest in Bell Nordiq Income Fund. Bell Aliant is one of North America's largest regional telecommunications service providers with over 3.4 million local access lines and over 400,000 high-speed Internet subscribers in six provinces.
As a result of the Arrangement, Aliant common shares held by the public have been automatically exchanged for Bell Aliant units, effective at the close of business today. A letter of transmittal will be sent to Aliant shareholders shortly requesting the return of Aliant share certificates in return for a certificate representing the applicable number of Bell Aliant units. The Bell Aliant units will begin trading on the Toronto Stock Exchange at the commencement of trading on July 10, 2006 with the trading symbol “BA.UN”.
The completion of the Plan of Arrangement, which was described in the management information circular of Aliant dated April 14, 2006, has resulted in the acquisition by Bell Aliant of 100 per cent of the common shares of Aliant and 100 per cent of the common shares of Bell Nordiq Group Inc., which holds a 63.4 percent interest (56,575,000 units) in Bell Nordiq Income Fund (assuming the exchange of the units of Télébec Limited Partnership and Northern Telephone Limited Partnership into units of Bell Nordiq Income Fund).
Also effective today, Bell Aliant has in place a $3.5 billion credit facility with a syndicate of financial institutions co-led by The Bank of Nova Scotia and Royal Bank of Canada. The new facility will be used by Bell Aliant to finance the Plan of Arrangement transactions, refinance existing long-term debt, support an anticipated commercial paper program and for general working capital purposes...
– Source: (BellAliant archive)
Aliant press release, 11 May 2006
http://bellaliant.ca/english/news/news2.asp?YYYY=2006¤tPage=5&Keyword=&BU1=&BU2=&BU3=&BU4=&BU5=&BU6=&BU7=&BU8=&FromDay=1&FromMonth=1&FromYear=2006&ToDay=31&ToMonth=12&ToYear=2006&frompage=news&id=1436
– Another source: (BCE Inc. archive)
Aliant press release, 7 July 2006
http://www.bce.ca/en/news/releases/aliant/2006/07/07/73723.html
Saint John, NB: July 10, 2006 – The Bell Aliant Regional Communications Income Fund (Bell Aliant), North America's second largest regional telecommunications service provider, begins trading today on the Toronto Stock Exchange under the symbol “BA.UN”. Today's trading of Bell Aliant units signals the successful closing of the income trust transaction previously announced by BCE Inc. and Aliant Inc. on March 7, 2006.
Bell Aliant is the largest business trust in Canada, with an enterprise value of approximately $10 billion. The organization's telecommunications operations extend through six Canadian provinces, serving a population of more than 5.3 million from the Ontario/Manitoba border to the eastern tip of Newfoundland and Labrador. Headquartered in Atlantic Canada, Bell Aliant will maintain and build strong customer relationships and ties with the communities it serves in Atlantic Canada, Ontario and Quebec. By combining the skills of Bell and Aliant, and with regional offices across the territory, customers will benefit from an organization focused on their specific needs. In addition, Bell Aliant provides IT professional services through xwave's offices in Canada, the US and Ireland.
“Bell Aliant is uniquely positioned to deliver on the needs of our regional customers and to build strong relationships in the communities we serve,” said Stephen Wetmore, President and Chief Executive Officer of Bell Aliant. “We now have a dedicated, experienced and diverse team of more than 10,500 employees who will work hard to ensure that our 3.4 million customers continue to have access to the highest quality networks and the latest products and services. This transaction will be seamless to our customers and they will continue to be served by the brands they know and trust.”
Mr. Wetmore continued, “While our first priority is to combine our operations and uphold excellent customer service, we now have the scale and geographic reach to seize new growth opportunities and continue to deliver integrated IT and telecom solutions for key verticals including healthcare, public safety and policing, defense and aerospace, government and the public sector...”
On July 7, 2006, Aliant and BCE Inc. created a new organization by combining Aliant's wireline telecommunications operations in Atlantic Canada, information technology operation and other operations with Bell Canada's wireline telecommunications operations in its regional territories in Ontario and Quebec and its indirect 63.4 per cent interest in NorthernTel Limited Partnership and Telebec Limited Partnership, to form the Bell Aliant Regional Communications Income Fund. As part of the transaction, Aliant's wireless telecommunications operation and its ownership of DownEast Ltd. has been transferred to Bell Canada. The new trust, which has 3.4 million local access lines and over 400,000 high-speed Internet subscribers in the Atlantic Provinces, Ontario and Quebec, is headquartered in Atlantic Canada...
– Source: (BellAliant archive)
Bell Aliant press release, 11 May 2006
http://bellaliant.ca/english/news/news2.asp?YYYY=2006¤tPage=5&Keyword=&BU1=&BU2=&BU3=&BU4=&BU5=&BU6=&BU7=&BU8=&FromDay=1&FromMonth=1&FromYear=2006&ToDay=31&ToMonth=12&ToYear=2006&frompage=news&id=1439
– Another source: (BCE Inc. archive)
Bell Aliant press release, 10 July 2006
http://www.bce.ca/en/news/releases/bellaliant/2006/07/10/73728.html
Reference:
Bell Aliant corporate profile at the SEDAR website
http://www.sedar.com/homepage.htm
Bell Aliant Regional Communications Income Fund
Bell Aliant Regional Communications Limited Partnership
Bell Aliant Regional Communications Holdings Inc.
Bell Aliant Holdings Trust
– Source: Aliant Inc. Notice of Meeting and Management Information Circular for an Annual and Special Meeting of shareholders to consider a plan of arrangement to create Bell Aliant Regional Communications Income Fund, dated April 14, 2006
– Management Information Circular
Date of filing with SEDAR: July 11, 2006
SEDAR website
http://www.sedar.com/homepage.htm
Reference: Map of the regions served by Bell Aliant
http://bellaliant.ca/english/about/region_map.html
Reference: Bell Aliant Region Map
http://www.aliant.ca/english/about/pdf/Bell_Aliant_Region_Map.pdf
MONTREAL, QC and HALIFAX, NS, January 22, 2007 – Bell Nordiq Group Inc. in its capacity as administrator of the Bell Nordiq Income Fund (“Bell Nordiq”) (TSX: BNQ.UN) and Bell Aliant Regional Communications Income Fund (“Bell Aliant”) (TSX:BA.UN) announced today that all conditions precedent to the privatization of Bell Nordiq Income Fund (“Bell Nordiq”) by Bell Aliant have been satisfied or waived and that the privatization of Bell Nordiq will proceed as planned. As previously announced, at a special meeting of Bell Nordiq unitholders held on January 16, 2007, 99.8% of all votes cast and 99.3% of the votes cast by minority unitholders were voted in favour of the
privatization.
Under the Transaction Agreement for the privatization, Bell Nordiq unitholders will be paid a Special Distribution of $4.00 per unit in cash on January 29, 2007 and receive 0.4113 of a Bell Aliant unit in exchange for each Bell Nordiq unit on January 30, 2007. Unitholders of record at the close of business on January 26, 2007 will be entitled to the Special Distribution. Bell Nordiq units will cease to trade on the TSX as of the close of business on January 29, 2007 and will be delisted effective at the close of business on January 30, 2007.
Bell Nordiq Group Inc. holds a 63.3% interest in and is the general partner of both Télébec and NorthernTel. Bell Nordiq Group Inc. manages the business and affairs of Télébec and NorthernTel, as well as those of Bell Nordiq Income Fund and Bell Nordiq Trust. Bell Aliant Regional Communications Income Fund indirectly owns 100% of the common shares of Bell Nordiq Group Inc.
Bell Nordiq Income Fund is an unincorporated limited purpose trust created to indirectly acquire and hold the outstanding partnership units of Télébec and NorthernTel. Currently, the Fund indirectly holds a 36.7% interest in both Télébec and NorthernTel, while Bell Aliant Regional Communications Income Fund, indirectly through Bell Nordiq Group Inc., holds the remaining 63.3%...
Bell Aliant (TSX: BA.UN) is one of North America's largest regional communications providers. Through its operating entities it serves customers in six Canadian provinces with innovative information, communication and technology services including voice, data, Internet, video and value-added business solutions. Through its xwave offices, Bell Aliant also provides IT professional services in Canada and the US. Bell Aliant's 10,000 employees are committed to deliver the highest quality of customer service, choice and convenience...
– Source: (BCE Inc. archive)
Bell Aliant press release, 22 January 2007
http://www.bce.ca/en/news/releases/bn/2007/01/22/74120.html
Since January 30, 2007, Télébec has been a wholly owned subsidiary of Bell Aliant.
HALIFAX, NS and MONTREAL, QC, January 30, 2007 – Bell Aliant Regional Communications Income Fund (“Bell Aliant”) (TSX: BA.UN) and Bell Nordiq Group Inc., in its capacity as administrator of Bell Nordiq Income Fund (“Bell Nordiq”) announced today that the privatization of Bell Nordiq by Bell Aliant has been completed.
As part of the transaction, Bell Nordiq unitholders of record on January 26, 2007 were paid a Special Distribution of $4.00 per unit in cash on January 29, 2007 and received 0.4113 of a Bell Aliant unit in exchange for each Bell Nordiq unit on January 30, 2007. Bell Nordiq units ceased to trade on the TSX as of the close of business on January 29, 2007 and were delisted effective at the close of business on January 30, 2007.
Bell Aliant (TSX: BA.UN) is one of North America's largest regional communications providers. Through its operating entities it serves customers in six Canadian provinces with innovative information, communication and technology services including voice, data, Internet, video and value-added business solutions. Through its xwave offices, Bell Aliant also provides IT professional services in Canada and the U.S. Bell Aliant's 10,000 employees are committed to deliver the highest quality of customer service, choice and convenience.
Bell Nordiq Group Inc. is the general partner and manages the business and affairs of Télébec Limited Partnership and NorthernTel Limited Partnership. Bell Aliant Regional Communications Income Fund indirectly owns 100% of the common shares of Bell Nordiq Group Inc.
Télébec Limited Partnership and its subsidiaries provide innovative integrated telecommunications solutions to customers in 300 municipalities across Québec. Its territory, which spans 750,000 square kilometres, extends North as far as James Bay, South to Venise-en-Québec near the U.S. border, West to Shawville in the Outaouais, and East to the Magdalen Islands. For more information about Télébec Limited Partnership and its subsidiaries, visit www.telebec.com
NorthernTel Limited Partnership provides innovative integrated telecommunications solutions to customers across Northeastern Ontario. Its territory, which spans 83,000 square kilometres, stretches from Calstock to Latchford and from Virginiatown to Timmins. For more information about NorthernTel Limited Partnership, visit www.northerntel.ca
– Source: (BCE Inc. archive)
Bell Aliant press release, 30 January 2007
http://www.bce.ca/en/news/releases/bn/2007/01/30/74128.html
MONTREAL, Quebec, June 30, 2007 — BCE (TSX/NYSE: BCE) today 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. The all-cash transaction is valued at C$51.7 billion (US$48.5 billion), including C$16.9 billion (US$15.9 billion) of debt, preferred equity and minority interests. The BCE Board of Directors unanimously recommends that shareholders vote to accept the offer.
Under the terms of the transaction, the investor group will acquire all of the common shares of BCE not already owned by Teachers for an offer price of C$42.75 per common share and all preferred shares at the prices set forth in the attached schedule. Financing for the transaction is fully committed through a syndicate of banks acting on behalf of the purchaser. The purchase price represents a 40% premium over the undisturbed average trading price of BCE common shares in the first quarter of 2007, prior to the possibility of a privatization transaction surfacing publicly. The transaction values BCE at 7.8 times EBITDA (earnings before interest, taxes, depreciation and amortization) for the 12-month period ending March 31, 2007.
“This proposed transaction concludes a comprehensive and disciplined review of the company's strategic alternatives launched April 17,” said Richard J. Currie, Chairman of the Board of BCE. “It will deliver substantial value creation for our shareholders. In addition, a majority of the equity will be owned by Canadians.”
“The transaction delivers to our shareholders the economic benefit of the work done to focus on our core business and to strengthen Bell with a new cost structure and new competitive capabilities,” said Michael Sabia, President and CEO of BCE. “All members of the investor group have outstanding track records in building strong and resilient enterprises and they share our commitment to customers, our employees and the communities we serve.”
“It is gratifying to see that BCE's Board of Directors shares our vision for this initiative, and we are honoured to lead the largest buyout transaction in Canadian corporate history,” said Jim Leech, Senior Vice-President, Teachers' Private Capital, noting that Teachers has been a major BCE shareholder since the early 1990s. “The Board has recognized our commitment to BCE's ongoing growth potential, through our proposed investment strategy. We made it clear in our proposal that we have carefully considered the potential for BCE and its ongoing status as a Canadian icon. We strongly believe that all BCE shareholders, Canadian consumers, and employees, including senior management, who will continue to direct the company from its headquarters in Montreal, will benefit from this transaction. We look forward to working together with BCE to make this a reality.”
“This is a unique opportunity to contribute to and participate in the growth of one of the world's most significant communications companies,” said Jonathan M. Nelson, Chief Executive Officer of Providence Equity Partners. “BCE offers state of the art services through its sophisticated network that extends throughout Canada. We look forward to working with BCE's talented management and employees and our partners to build on the strong platform that is in place for the benefit of all of the company's stakeholders.”
The equity ownership of BCE would be as follows: Teachers Private Capital 52%, Providence 32%, Madison Dearborn 9% and other Canadian investors 7%.
The purchaser has obtained a debt commitment to finance the transaction subject to usual terms for these types of financings. The purchaser anticipates requiring BCE, Bell Canada and Bell Mobility to redeem outstanding redeemable debentures maturing up to August 2010 pursuant to their terms as of and subject to the closing of the transaction. The acquisition debt financing would become an obligation of BCE and be guaranteed by BCE's then subsidiaries (other than Bell Aliant Regional Communications Income Fund and Northwestel Inc.). As to Bell Canada, the purchaser's financing would comply as to ranking and security with the then existing Bell Canada debentures and medium term notes issued under the 1976 and 1997 indentures. In addition, the purchaser has obtained commitments to make available a combination of facilities in order to support the ongoing liquidity needs for the company.
The transaction is subject to the customary approvals, including CRTC approval for the transfer of Bell's broadcast license, and Industry Canada with respect to the transfer of spectrum licenses.
The transaction includes a break-up fee of C$800 million (US$751 million), payable by BCE in certain circumstances and a reverse break-up fee of C$1 billion payable by the purchaser in certain circumstances. The transaction will be completed through a plan of arrangement, which will require the approval of two-thirds of outstanding common and preferred shares, voting as a class. Shareholders will be asked to vote on the transaction at a special meeting, the details of which will be announced in due course. The company anticipates that the transaction will be completed in the first quarter of next year.
A proxy circular will be prepared and mailed to shareholders over the coming months providing shareholders with important information about the transaction. A material change report, which provides more details on the transaction, will be filed with the Canadian securities commissions and with the U.S. Securities and Exchange Commission and will be available at www.sedar.com and at www.sec.gov.
Legal advisors to BCE are Davies, Ward Phillips & Vineberg, Stikeman Elliott, and Sullivan & Cromwell. The bid process was led by Goldman, Sachs and Co. BMO Capital Markets, CIBC Capital Markets and RBC Capital Markets also acted as financial advisors to the company. Greenhill and Co. provided independent advice to the Strategic Oversight Committee of the BCE Board of Directors. The Board received fairness opinions regarding the consideration to be paid for common and preferred shares from the company's financial advisors.
Legal advisors to the investor group are Weil, Gotshal & Manges and Goodmans. Citi is serving as lead mergers & acquisitions advisor to the consortium. Other financial advisors include Deutsche Banc, Royal Bank of Scotland and TD Securities...
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.
With more than $16 billion in assets, Teachers' Private Capital is one of North America's largest private investors, providing equity and mezzanine debt capital for large and mid-sized companies, venture capital for developing industries, and financing for a growing portfolio of infrastructure and timberland assets worldwide. The C$106 billion Ontario Teachers' Pension Plan is the largest single-profession pension plan in Canada. It is an independent corporation responsible for investing the fund and administering the pensions of Ontario's 271,000 active and retired teachers.
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 $21 billion in equity commitments and have invested in more than 100 companies operating in over 20 countries since the firm's inception in 1989. Significant investments include Bresnan Broadband Holdings, Casema, Com Hem, Digiturk, Education Management Corporation, eircom, Freedom Communications, Idea Cellular, Kabel Deutschland, Metro-Goldwyn-Mayer, Ono, Open Solutions, PanAmSat, ProSiebenSat.1, Recoletos, TDC, Univision, VoiceStream Wireless, Warner Music Group, Western Wireless and Yankees Entertainment Sports Network. Providence is headquartered in Providence, RI (USA) and has offices in New York, London, Hong Kong and New Delhi.
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. MDP focuses on private equity transactions across a broad spectrum of industries, including basic industries, communications, consumer, energy and power, financial services, health care and real estate. Over the last decade, MDP has been an active investor in the communications sector, with investments in such wireless communications industry leaders as Nextel Communications, Nextel Partners, Clearnet Communications, Omnipoint Corporation, MetroPCS Communications, and other wireless and wireline telecom companies. MDP has also been an active investor in the media industry, with investments in such companies as Telemundo Communications Group, Intelsat Ltd., Univision Communications and XM Satellite Radio...
– Source: (SEC EDGAR database)
United States Securities and Exchange Commission
Form 6-k: Report of Foreign Private Issuer (BCE Inc.)
Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934
News release: June 30, 2007
http://www.sec.gov/Archives/edgar/data/718940/000120621207000197/m36918ore6vk.htm
Reference: Michael Sabia profile, by Maclean's
http://www.canadianencyclopedia.ca/index.cfm?PgNm=TCE&Params=M1ARTM0012291
Michael Sabia, the chairman and CEO of BCE, desperately wants you all to know something. In fact, he'll tell anyone who'll listen. You've heard all the nasty talk about how BCE's board of directors botched the auction and sale of the storied company. Well, says Sabia, phooey to that... It's become clear, looking back over Sabia's time at BCE, that more could have been done – and done faster – to make the company stronger, and therefore more impervious to a takeover. While Sabia did inherit a company bloodied by the failed empire-building of his predecessor Jean Monty, his plan to slash costs and spin off assets only took it so far . For all his financial wizardry, he presided over a time when his business changed from copper land lines to cellphones and the Internet, yet BCE failed to keep pace...
– Source: (Maclean's archive)
Maclean's, 23 July 2007
http://www.macleans.ca/business/companies/article.jsp?content=20070723_107257_107257
HALIFAX, December 4, 2007 – Aliant, Atlantic Canada's leading information and communications technology provider, today announced an injection of $5 million in Nova Scotia's broadband network and Aliant Hotspots. This announcement includes Aliant's planned expansion of High Speed to customers in 24 communities across the province in early 2008. Aliant High Speed will be available to 86.4 per cent of Nova Scotia customers by the end of 2008. Overall investment in Nova Scotia's broadband network since 2005 surpasses $30 million.
“Aliant is making it easier for more Nova Scotians to access High Speed — delivering more value and more convenience than ever before,” says Heather Tulk, Senior Vice President, Marketing, Aliant. “In addition to expanding our Nova Scotia broadband network we are providing access to 80 Aliant Hotspots at no additional charge to our customers.”
– Expanding High Speed to 24 communities across Nova Scotia in early 2008. (Specific communities to receive High Speed will be announced in the coming weeks.)
– Launched 80 Aliant Hotspots in Nova Scotia. Aliant Hotspots offer customers the convenience of Internet connectivity while away from home or work using their Wi-Fi enabled wireless device such as a laptop computer or PDA.
– Expanding High Speed to rural Halifax Regional Municipality (HRM). Aliant was selected by HRM and government funding partners to provide High Speed to residents in the Eastern Shore area of HRM. To date, Aliant has completed over 90 per cent of this important project. These communities include:
West Jeddore, Myers Point, Oyster Pond, Hartlin Settlement, West Quoddy, East Quoddy and Moser River.
– Source: (BCE Inc. archive)
Aliant press release, 4 December 2007
http://www.bce.ca/en/news/releases/bellaliant/2007/12/04/74550.html
The proposed $52-billion takeover of Bell Canada parent BCE Inc. (TSX: BCE) came under scrutiny from Canada's broadcast regulator and critics of the sale who raised concerns today that it may not meet rules about Canadian ownership and control.
At the first day of hearings in Gatineau, Que., the CRTC sought assurances that most of the directors of the country's largest telecommunications company will be Canadian after a takeover by the Ontario Teachers' Pension Plan and several U.S. private equity firms.
“I want to make sure the control is with Canadians and I'm not convinced of that the way you constructed it,” CRTC chairman Konrad von Finckenstein said.
Under Canadian law, foreigners can't control more than 46.7 per cent of a broadcaster or telecommunications company...
– Source: (Toronto Star archive)
"CRTC raises concerns about BCE takeover"
Toronto Star, 25 February 2008
http://www.thestar.com/Business/article/306744
MONTREAL, Quebec, March 7, 2008 – BCE Inc. (TSX, NYSE: BCE) today announced that the Québec Superior Court has approved BCE's plan of arrangement for the company's privatization transaction...
– Source: (BCE Inc. archive)
BCE Inc. press release, 7 March 2008
http://www.bce.ca/en/news/releases/corp/2008/03/07/74669.html
MONTREAL, Quebec, March 27, 2008 – BCE announced today that the proposed acquisition of BCE 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 Private Equity has received the approval of the Canadian Radio-television and Telecommunications Commission, subject to certain conditions being met.
The only remaining regulatory approval required in connection with the transactions is from Industry Canada. On March 7, 2008, the Québec Superior Court approved BCE's plan of arrangement for the transaction and dismissed all claims asserted by or on behalf of certain holders of Bell Canada debentures. As a result of an appeal of that decision by the debenture holders, BCE now expects the transaction to close before the end of the second quarter of 2008...
– Source: (BCE Inc. archive)
BCE Inc. press release, 27 March 2008
http://www.bce.ca/en/news/releases/corp/2008/03/27/74689.html
CRTC News release, March 27, 2008
CRTC approves BCE purchase with conditions
OTTAWA-GATINEAU – The Canadian Radio-television and Telecommunications Commission (CRTC) today approved, subject to certain conditions, the purchase of BCE Inc.'s (BCE) broadcasting assets by a group that includes the Ontario Teachers' Pension Plan (Teachers') and three American private-equity firms, Providence Equity Partners L.P., Madison Dearborn Capital Partners L.P. and Merrill Lynch Global Partners Inc.
“The application under review proposed to privatize the country's largest communications company and included significant foreign interest,” said Konrad von Finckenstein, Q.C., Chairman of the CRTC. “Consistent with previous decisions, we have imposed conditions to address our concerns relating to corporate governance. These conditions will ensure that control of BCE remains in Canadian hands once the transaction is completed.”
The transaction will receive the Commission's approval if the conditions are met. In particular, the Commission is requiring the group of investors to ensure the following changes in the governance structure are made:
• the number of directors on the Board of Directors must be fixed at 13;
• Canadian investors must at all times nominate six directors on the Board, one more than non-Canadian investors, who may designate five;
• the Chairman of the Board must be Canadian and cannot be the Chief Executive Officer or a director nominated by a non-Canadian investor;
• a second Teachers' representative must sit on the Executive Committee of the Board;
• the Independent Programming Committee must consist of Canadians who are not affiliated with non-Canadian investors; and
• the threshold for veto rights must be raised to $110 million, approximately 5 per cent of the value of the broadcasting assets.
In addition, the Commission clarified that for purposes of determining effective control, it will only consider directors to be Canadian who are both Canadian by citizenship or residency and who are designated by Canadian shareholders.
The proposed arrangement between Teachers' and one of its former executives, P. Morgan McCague, was another area of concern for the Commission. Under the proposal, Mr. McCague will hold 66.7 per cent of the class A voting shares and exercise his voting privileges according to Teachers' directions, thereby allowing Teachers' to exercise control over the majority of the company's voting shares.
The CRTC accepted this arrangement only after being provided with a letter from the Financial Services Commission of Ontario stating that this structure does not contravene the province's prohibition against pension funds directly or indirectly investing in more than 30 per cent of the voting shares of a company.
In accordance with its tangible benefits policy, the Commission revised the value of BCE's applicable broadcasting assets from $109.6 million to $219.1 million, which increases the tangible benefits package to $21.9 million. As part of this package, the Commission has directed that $10.5 million be placed in a fund whose annual revenues will support new media initiatives.
The broadcasting assets involved in this transaction include Bell ExpressVu, cable assets in the province of Quebec and a minority stake in CTVglobemedia Inc.
Today's decision follows a public process that included a public hearing, which began on February 25, 2008.
The CRTC is an independent, public authority that regulates and supervises broadcasting and telecommunications in Canada...
– Source: (CRTC archive)
CRTC news release, 27 March 2008
http://www.crtc.gc.ca/eng/com100/2008/r080327.htm
– Reference: (McCarthy Tétrault archive)
CRTC Approves Sale of BCE, March 27, 2008
http://www.mccarthy.ca/article_detail.aspx?id=3946
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Note by I.C.S.: In July 2010, two years after the attmpt to privatize BCE came to naught, I'm updating my History of Telephones in Nova Scotia – in particular the part that deals with Aliant, Bell Aliant, etc. – and I see that bit (above) about Morgan McCague. As I read it, it looks like an individual, Mr. McCague, “...will hold 66.7 per cent of the class A voting shares...“ (which, as I understand it, at that time were worth billions of dollars).
Q: What's this about? There's lots about this to be found on the WWW. A few fragments follow: Peter Morgan McCague has served as Chairman of the Investment Committee of GCAN Insurance Company, Director of the Canadian Investors Holding Corporation, Director of the Morguard Mortgage Investment Corporation, and Director of the CCB Mortgage Investment Corporation. In addition, Mr. McCague has served as Vice President of Core Portfolio and Quantitative Investments with the Ontario Teachers' Pension Plan, Director of Equity Investments for the Workers' Compensation Board, and as Director of the Board of Administrators of Alberta Teachers Retirement Fund. He is the founding President and Director of the Buy-Side Investment Management Association, and Secretary and Director of the Pension Investment Association of Canada. – Source: Government of Ontario http://www.pas.gov.on.ca/scripts/en/bios.asp?minID=53&boardID=896&persID=152278 "Morgan McCague is the token shareholder that Teachers' ham-handedly used to get around its 30% investment limit under pension regulation whilst simultaneously (?) satisfying the 50%+ control provisions of the CRTC in acquiring BCE..." — comment, dated 26 June 2008, by Brent Fullard, executive managing director of Catalyst Management Inc. — Source: Canadian Association of Income Trust Investors Weblog http://caiti-online.blogspot.com/2008/06/who-needs-morgan-maccague-now-that-we_26.html ...Brent Fullard, executive managing director of Catalyst Management Inc., denounced the takeover, arguing it has too much non-Canadian content. Fullard, who complains that his own “superior” bid was never presented to shareholders, said Teachers' has attempted to circumvent the requirements of the Ontario Pension Benefits Act by contracting with Morcague Holdings Corp. Morgan McCague, a Canadian citizen and retired officer of Teachers will hold two-thirds of the voting shares and exercise its votes as directed by the Teachers. Fullard also argued that the structure of the holding company gives non-Canadian shareholders more control than their minority status because they have a veto right over fundamental changes... — Source: (Toronto Star archive) "CRTC raises concerns about BCE takeover" Toronto Star, 25 February 2008 http://www.thestar.com/Business/article/306744 |
Ottawa, 27 March 2008 — BCE Inc., on its behalf and on behalf of certain of its affiliates, licensees of broadcasting and distribution undertakings Across Canada
Application 2007-1117-8, received 3 August 2007
Public Hearing in the National Capital Region 25 February 2008
Transfer of effective control of BCE Inc. to a corporation to be incorporated and a consequential change in ownership of CTVglobemedia Inc.
The Commission approves, subject to certain conditions, an application for authority to transfer effective control of BCE Inc. and certain of its affiliates to a corporation to be incorporated. The Commission further approves a consequential change in ownership of CTVglobemedia Inc. The conditions of approval are set out in the appendix to this decision.
1. The Commission received an application by BCE Inc. (BCE), on its behalf and on behalf of certain of its affiliates, licensees of broadcasting and distribution undertakings (the applicant), for authority to transfer effective control of the applicant to a corporation to be incorporated (BCE Holdco). BCE Holdco would hold the shares of BCE through its subsidiary 6796508 Canada Inc. (Bidco).
2. BCE and Bidco entered into a definitive agreement, effective 29 June 2007, pursuant to which Bidco agreed to purchase all of BCE's issued and outstanding common and preferred shares (BCE proposal).
3. The BCE proposal was approved by a majority of BCE shareholders at a special shareholder meeting that took place on 21 September 2007 in Montréal.
4. The proposed transaction will be effected by way of a Plan of Arrangement under section 192 of the Canada Business Corporations Act. The applicant submitted that the final cost of the transaction would not be determined until closing, but the funds available at the time of the application were $7.8 billion in equity financing and $32 billion in debt financing.
5. Following the completion of the transaction, BCE Holdco will be privately owned, with share capital consisting of Class A voting, non-participating shares (Class A shares), Class B non-voting, participating shares (Class B shares) and Class C non-voting, participating shares (Class C shares). The Class B and Class C shares will be economically equivalent and will together represent the total equity value of BCE Holdco.
6. Morcague Holdings Corp. (Morcague), a Canadian, will hold 66.7% of the Class A shares of BCE Holdco, with the balance of 33.3% held by non-Canadians, namely Providence Equity Partners International VI L.P. and its affiliated investment funds (Providence), Madison Dearborn Capital Partners V L.P. and its affiliated investment funds (MDP), and Merrill Lynch Global Partners, Inc. (Merrill Lynch). The Class A shares will be subject to a voting agreement between Morcague and Teachers' Private Capital, a division of Ontario Teachers' Pension Plan Board (Teachers'), a Canadian.
7. The majority of the Class B shares and all of the Class C shares of BCE Holdco will be held by Canadians, with Teachers' holding the largest equity stake in the company at 51.6%. Non-Canadians will hold approximately 42% of the equity of BCE Holdco, with Providence (17.3%), MDP (9.0%) and Merrill Lynch (6.1%) being the largest non-Canadian shareholders.
8. Bidco and BCE will have Class A and Class B shares issued and outstanding. BCE Holdco will own 100% of the Class B shares and 58.1% of the Class A shares of Bidco, with the balance of 41.9% of the Class A shares held by Morcague. Similarly, Bidco will own 100% of the Class B shares and 58.1% of the Class A shares of BCE, with the balance of 41.9% of the Class A shares held by Morcague. A summary of the proposed equity structure can be found on the Commission's website at http://www.crtc.gc.ca/Broadcast/eng/HEARINGS/2007/ex2007-19.htm...
– Source: (CRTC archive)
Broadcasting Decision CRTC 2008-69, 27 March 2008
http://www.crtc.gc.ca/eng/archive/2008/db2008-69.htm
MONTREAL, Quebec, July 4, 2008 — BCE today announced the company has entered into a final agreement with a company formed 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 Private Equity...
“The final agreement, with definitive financing now in place, preserves the $42.75 per common share price announced last June, which the Board believes is very much in the best interest of shareholders, the company and Bell Canada, particularly given current capital market conditions,” said BCE and Bell Canada Board Chair Richard J. Currie. “As previously announced, BCE secured all third party approvals prior to the June 30 deadline set out in the original agreement,” added Mr. Currie.
“The signing of the financing and credit agreements and the resolution of issues involved in funding this transaction are the essential milestones to closing with both the Purchaser and the Lenders,” said Michael J. Sabia, CEO of BCE...
– Source: (BCE Inc. archive)
BCE Inc. news release, 4 July 2008
http://prod05.bce.ca/en/news/releases/corp/2008/07/04/74793.html
Shares of telecommunications giant BCE Inc. remained deep under water early Wednesday afternoon, after plunging 40 per cent at the opening bell following a warning by the company that its massive planned privatization is in jeopardy.
The shares were trading at $25.09 on the Toronto Stock Exchange, down $13.26, or 34.6 per cent, from Tuesday's close, having earlier fallen as far as $23, or 46 per cent below the $42.75 price the would-be buyers, led by the Ontario Teachers' Pension Plan, agreed to pay in June 2007.
The rout followed a pre-opening warning from BCE that its planned $35-billion privatization was in doubt because it had failed a preliminary solvency test conducted for the would-be purchasers.
The Montreal-based company disclosed that that it had received a “preliminary view” from auditing firm KPMG that “based on current market conditions, its analysis to date and the amount of indebtedness involved,” it does not expect to be able to deliver an opinion on the closing date of December 11 that BCE “would meet the solvency tests as defined in the definitive agreement.”
Unless this changes by that date, BCE warned, “the transaction is unlikely to proceed...”
Under the terms of Teachers' credit agreement with its lenders, the banks required that BCE's auditors sign a certificate confirming that the value of BCE's total cash and assets exceeded all its liabilities, including the $32-billion of debt required to fund the takeover...
– Source: Report on Business
Globe and Mail, 26 November 2008
http://www.theglobeandmail.com/report-on-business/article723775.ece
– Reference: (BCE Inc. archive)
Privatization of BCE: Frequently Asked Questions
http://www.bce.ca/data/documents/110284_Depliant-AN.pdf
MONTREAL, Québec, December 11 2008 — BCE Inc. (TSX, NYSE: BCE) today announced that it received last evening from the Purchaser, a company formed by an investor group led by Teachers' Private Capital, the private investment arm of the Ontario Teachers' Pension Plan, and affiliates of Providence Equity Partners Inc., Madison Dearborn Partners LLC, and Merrill Lynch Global Private Equity, a notice purporting to terminate the Definitive Agreement dated June 29, 2007, as amended. BCE disputes that the Purchaser was entitled to terminate the Definitive Agreement, as such notice was delivered prematurely, prior to the outside date for closing of the transaction, and therefore invalid. Given the Purchaser's position, the BCE privatization transaction will not proceed.
As previously announced, the closing of the privatization transaction is contingent upon the fulfillment of several closing conditions, including, pursuant to Section 8.1(f) of the Definitive Agreement, the receipt at the effective time of a positive solvency opinion from KPMG. Earlier this morning, KPMG confirmed that it would not be able to deliver an opinion that BCE would meet, post transaction, the solvency tests set out in the Definitive Agreement.
In light of these developments, BCE will be terminating the Definitive Agreement in accordance with its terms, and will be demanding payment of the $1.2-billion break-up fee from the Purchaser. All closing conditions have been satisfied by BCE, other than the solvency opinion, a condition to closing that was to be satisfied by its nature at the effective time. Under such circumstances, the agreement provides that the break up fee will be owed to BCE by the Purchaser. The Purchaser has taken the position that it is not obligated to pay the break-up fee...
– Source: (BCE Inc. archive)
BCE Inc. news release, 11 December 2008
http://prod05.bce.ca/en/news/releases/corp/2008/12/11/75065.html
– Another source: (SEC EDGAR database)
United States Securities and Exchange Commission
Form 6-k: Report of Foreign Private Issuer (BCE Inc.)
Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934
Material Change Report: December 19, 2008
BCE Inc. press releases were disseminated by CNW Telbec on December 11, 2008 and on December 12, 2008. The English versions of those press releases are annexed hereto and form an integral part hereof.
http://www.sec.gov/Archives/edgar/data/718940/000120621208000254/m42799ore6vk.htm
– Another source: (SEC EDGAR database)
United States Securities and Exchange Commission
Schedule 13D under the Securities Exchange Act of 1934
Amendment No. 2
Merrill Lynch, Pierce, Fenner & Smith Incorporated
Merrill Lynch Canada Inc.
...This Amendment No. 2 (this “Amendment”) amends the Statement of Beneficial Ownership on Schedule 13D originally filed with the Securities and Exchange Commission (the “SEC”) on October 30, 2007, as amended by Amendment No 1. thereto filed with the SEC on July 11, 2008 (the “Schedule 13D”) by Merrill Lynch, Pierce, Fenner & Smith Incorporated (“MLPF&S”), Merrill Lynch International (“MLI”), Merrill Lynch Canada Inc. (“MLCI”), Merrill Lynch Portfolio Managers Ltd. (“MLPM”), Merrill Lynch Bank & Trust Company, FSB (“MLBTC”), and Merrill Lynch & Co., Inc. (“ML&Co”) (MLPF&S, MLI, MLCI, MLPM, MLBTC and ML&Co, each a “Reporting Person,” and collectively, the “Reporting Persons”) with respect to the common shares, no par value (the “Common Shares”) of BCE Inc., a corporation incorporated under the laws of Canada (the “Company”)...
Item 5 is Amended to Add the Following: As of December 15, 2008, the Reporting Persons were the beneficial owners of approximately 1,050,686 shares of Common Shares, with respect to which they have shared voting and investment power, and which represent less than 1% of all Common Shares outstanding (based on 806,200,000 Common Shares reported to be outstanding by the Issuer as of September 30, 2008). The Reporting Persons acquired these Common Shares for investment purposes, and such purchases have been made in the Reporting Persons' ordinary course of business. As a result of the matters described in Item 4 above, it is no longer the case that the Reporting Persons may collectively be deemed to constitute a “group” with Teachers within the meaning of Section 13(d)(3) of the Act. As a consequence, none of the Reporting Persons, on the one hand, and Teachers, on the other hand, may be deemed to beneficially own any Common Shares beneficially owned by the other. Accordingly, as of December 11, 2008, the Reporting Persons may no longer be deemed to be the beneficial owners of more than five percent of the class of securities reported on herein, and they will therefore no longer file reports under Section 13(d) of the Act unless otherwise required to do so...
http://www.sec.gov/Archives/edgar/data/718940/000089882208001266/sc13dav2.htm
TORONTO (December 11, 2008): BCE Acquisition Inc. (“Purchaser”) today announced that the agreement to acquire BCE Inc. (TSX, NYSE: BCE) has been terminated in accordance with its terms.
Receipt of a solvency opinion from a nationally recognized valuation firm was included in the June 30, 2007 definitive agreement between the Purchaser and BCE as a mutual closing condition. The agreement of the Purchaser and BCE to both the selection of KPMG to serve as the valuation firm and the form of the solvency opinion was reflected in the July 4, 2008 amendment to the definitive agreement. Because KPMG has concluded that a required test for the solvency opinion was not met, this mutual condition to completion of the acquisition could not be, and was not, satisfied. Accordingly, the Purchaser terminated the agreement in accordance with its terms. Under these circumstances neither party owes a termination fee to the other...
– Source: (OTTP archive)
Ontario Teachers' Pension Plan (OTTP) press release, 11 December 2008
http://www.otpp.com/wps/wcm/connect/otpp_en/home/newsroom/news+releases/2008/bce_agreement_terminated
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Library and Archives Canada has an archived copy of this webpage:
Archived: 2007 April 09
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