MONTREAL and HALIFAX – BCE and Bell Aliant announced Monday the successful completion of the initial phase of BCE's offers to purchase all outstanding Bell Aliant publicly held common shares and to exchange all outstanding Bell Aliant preferred shares.
CST Trust Company, the depository for the offers, reported that, as of 5:00 PM Eastern on September 19, a total of 103,486,954 Bell Aliant common shares, representing approximately 81.2% of the outstanding publicly held common shares, had been validly tendered to BCE's offer and not withdrawn. BCE has taken up and expects to pay for such shares on September 24, 2014.
As all conditions of the common share offer have been satisfied, and all regulatory approvals have been received, BCE's privatization of Bell Aliant is expected to close on or about October 31, 2014.
CST Trust Company also reported that, as of 5:00 PM Eastern on September 19, a total of 18,388,857 preferred shares of Bell Aliant Preferred Equity Inc. (Prefco), representing approximately 72.7% of the outstanding preferred shares, had been validly tendered to BCE's offer and not withdrawn. As all conditions of the preferred share offer have been satisfied, the BCE preferred shares exchanged for tendered Prefco preferred shares are expected to be issued on September 24, 2014 and to commence trading on the Toronto Stock Exchange at the open of trading on the next day.
Additionally, BCE has extended the common share offer, in accordance with its terms, to 5:00 PM Eastern on October 2, in order to enable holders of common shares who have not yet tendered to deposit their shares to the offer prior to the completion of the privatization of Bell Aliant. BCE expects to take up and accept for payment all common shares tendered in the extension and deposit payment for such shares with CST Trust Company on or before October 7, 2014. Holders of common shares who have validly deposited and not withdrawn their shares do not need to take any further action to accept the offers.
If at least 90% of the publicly held common shares of Bell Aliant are tendered to the offer following its extension, BCE intends to acquire the balance of the common shares not tendered through compulsory acquisition on or about October 31. If less than 90% of the publicly held common shares are tendered by October 2, BCE intends to effect, and will hold sufficient votes to approve, a subsequent acquisition transaction to acquire the remaining common shares at a meeting of Bell Aliant shareholders to be held on October 31, 2014. BCE also intends to effect, and will hold sufficient votes to approve (at a meeting of Prefco shareholders to be held on October 31, 2014), a subsequent acquisition transaction to acquire the remaining preferred shares.
Holders of common shares who have not yet tendered are urged to tender their shares before the offers expire at 5:00 pm Eastern on October 2, in order to receive payment for their shares on or before October 7, instead of after October 31, 2014. In addition, the tax treatment of holders of common shares resident in Canada may be less favourable under a subsequent acquisition transaction than under the offer. Holders of common shares who have not yet tendered their shares are urged to consult their tax advisors to determine the particular tax consequences to them of not tendering their shares in the offer before it expires at 5:00 PM Eastern on October 2, 2014.
