BCE Buyout

BCE (BCE)
Teachers Private Capital , Providence Equity and Madison Dearborn
$48.5B Buyout

Summary

Investor Group to acquire Canada's largest communications company

$40.13 per BCE share; $48.5B total
BCEstock chart

Announced 6.30.07

Press release

Shareholders approve acquisition 9.21.07

CRTC scheduled to review change of ownership 12.21.07

Approved 3.07.08

Litigation

Developments

Supreme Court of Canada rules for buyout group

BCE press release 6.20.08
Canada's highest court overturned a ruling by the Quebec Court of Appeals that the buyout failed to consider the damage done to debentures issued by BCE's largest unit, Bell Canada

Select filings

BCE filings

Advisors

Financial

BCE Goldman Sachs / BMO Capital / CIBC Capital / RBC Capital
Board: Greenhill and Co
Investors: Citi / Deutsche Banc / Royal Bank of Scotland / TD Securities

Legal

BCE : Davies Ward Phillips & Vineberg / Stikeman Elliott / Sullivan & Cromwell
Investors : Weil Gotshal & Manges / Goodmans

Merger Agreement

General

EDGAR filing
Hyperlinked version
Detailed hyperlinked index follows

Article 1 Interpretation

1.1 Definitions
1.2 Interpretation not Affected by Headings
1.3 Interpretation
1.4 Date for Any Action
1.5 Entire Agreement
1.6 Statutory References, References to Persons and
References to Contracts
1.7 Currency
1.8 Accounting Principles
1.9 Schedules

Article 2 The Arrangement

2.1 Arrangement
2.2 Interim Order
2.3 The Company Meeting
2.4 The Company Circular
2.5 Final Order
2.6 Court Proceedings
2.7 Stock Compensation Plans
2.8 Articles of Arrangement and Effective Date
2.9 Payment of Consideration

Article 3 Company Reps

3.1 Representations and Warranties
3.2 Survival of Representations and Warranties

Article 4 Purchaser Reps

4.1 Representations and Warranties
4.2 Survival of Representations and Warranties

Article 5 Covenants of the Company

5.1 Conduct of Business
5.2 Non-solicitation
5.3 Assistance with Purchaser Financing
5.4 Completion of the Telesat Transaction
5.5 Cooperation Regarding Reorganization
5.6 Conduct of the Company
5.7 Dividend Reinvestment Plan; Employee Savings Plans
5.8 Cooperation with Solvency Opinion

Article 6 Covenants of the Purchaser Parties

6.1 Conduct of the Purchaser
6.2 Director and Officer Liability
6.3 Interim Period Consents
6.4 Purchaser Financing
6.5 Investment Canada Act
6.6 Syndication of Equity

Article 7 Mutual Covenants

7.1 Regarding the Arrangement
7.2 Industry Canada Matters
7.3 FCC Matters
7.4 CRTC Matters
7.5 Public Communications
7.6 Notice and Cure Provisions
7.7 Access to Information; Confidentiality
7.8 Employee Matters

Article 8 Conditions

8.1 Mutual Conditions Precedent
8.2 Additional Conditions Precedent to the Obligations of
the Purchaser
8.3 Additional Conditions Precedent to the Obligations of
the Company
8.4 Satisfaction of Conditions

Article 9 Termination

9.1 Termination
9.2 Effect of Termination

Article 10 General Provisions

10.1 Standard
10.2 Amendments
10.3 Waiver
10.4 Notices
10.5 Governing Law
10.6 Expenses and Termination Fees
10.7 Injunctive Relief
10.8 Time of Essence
10.9 Binding Effect
10.10 Severability
10.11 No Third Party Beneficiaries
10.12 Rules of Construction
10.13 No Liability
10.14 Language
10.15 Counterparts, Execution

SEC Filings

Schedule 13D

Merrill Lynch Canada 10.30.07

Proxy Solicitation

Special shareholder meeting 9.21.07

Press release

Deal Protection

No shop covenant

Merger agreement 5.2

Break-up fee

Agreement 9.2

Regulatory Approvals

HSR Act

Merger agreement 7.1

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