BCE seeks court approval of its planned privatization

By Susanna Moon

Chicago, Oct. 5 - BCE Inc. said a schedule was set for legal proceedings on its privatization led by Teachers' Private Capital, the private investment arm of the Ontario Teachers' Pension Plan, Providence Equity Partners and Madison Dearborn Partners.

The company seeks a final order by the Superior Court of Quebec on its planned privatization.

"This schedule will allow for the expeditious resolution of these proceedings," Michel Lalande, senior vice president and general counsel for BCE, said in a company press release.

The company said in the release that the only parties contesting the final order approving the "plan of arrangement" are certain holders of debentures issued by Bell Canada.

BCE said it believes the holders' claims contesting the arrangement are without merit and that it would "take all necessary steps to vigorously defend its position to the fullest extent possible."

The court-approved schedule requires that proceedings by holders be filed by Oct. 19 and that all proceedings be heard during the week of Dec. 3. Final legal arguments are scheduled for the week of Jan. 8.

The court expects to render a decision on all proceedings by the end of January, according to the release.

BCE previously said its shareholders approved the acquisition at a Sept. 21 meeting, with more than 97% of the votes cast in favor of the acquisition.

Under the July 2 agreement, the investor group will acquire all the common shares of BCE not owned by Ontario Teachers for C$42.75 each and all of the company's preferred shares at between $25.25 and $25.87 each.

The C$42.75 price represents a 40% premium over the average closing price of BCE shares for the three months ended March 28.

As previously reported, the all-cash transaction is valued at C$51.7 billion, including C$16.9 billion of debt, preferred equity and minority interests.

The BCE board of directors had unanimously recommended that shareholders vote to accept the offer. The company expects the deal to close in the first quarter of 2008.

On Aug. 14, the company detailed its leveraged buyout financing package, including plans for a credit facility of up to C$23.05 billion and issuance of up to C$11.3 billion of high-yield notes.

BCE is a Montreal-based communications company that provides telephone, internet, television and information services.

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