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Transaction/Case Details

BCE completes C$3.2 billion acquisition of CTV

DATE CLOSED

April 1, 2011

BUSINESS SECTOR

Communications

LEAD OFFICE

Toronto

VALUE

3.2 Billion CAD


OVERVIEW

On April 1, 2011, BCE Inc. (“BCE”) completed its approximately C$3.2 billion acquisition of the remaining 85% interest in CTV Inc. (formerly CTVglobemedia Inc.) (“CTV”) that it did not already own in accordance with a transaction agreement (the “Transaction Agreement”) made as of September 10, 2010, between CTV, BCE, The Woodbridge Company Limited (“Woodbridge”), Ontario Teachers’ Pension Plan Board (“Teachers’”) and Torstar Corporation (“Torstar”).

BCE acquired all of the Class A common shares of CTV held by each of Woodbridge, Teachers’ and Torstar for an aggregate share purchase price of approximately $1.3 billion. Including the value of BCE’s 15% interest, the transaction has an equity value of approximately $1.5 billion. Together with approximately $1.7 billion in proportionate debt, the total transaction value is approximately $3.2 billion. BCE also acquired certain debt from Woodbridge and repaid in full CTV’s senior indebtedness, both of which constitute part of the approximately $1.7 billion in proportionate debt included in the transaction.  As a component of the consideration paid, BCE issued 21,729,239 common shares of BCE to Woodbridge. In connection with the transaction, Woodbridge acquired direct ownership of The Globe and Mail Inc. in which BCE will retain a minority 15% stake.

BCE, headquartered in Montreal, Quebec, is a Canadian telecommunications and media company.

McCarthy Tétrault LLP assisted BCE, the acquiror, with tax planning for the acquisition with a tead le by Garth Girvan.

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