Bell to acquire Astral Media for $3B

Bell Canada’s parent has agreed to buy Astral Media, its largest content provider, in a $3-billion deal to lock up more of the programming carried over its media platforms and expand its presence in French-speaking Quebec.

Complementing BCE Inc’s C$1.3-billion acquisition of CTV last year, the deal announced on Friday highlights the company’s drive to control the costs of the content distributed through its cable, internet and telecom properties.

BCE president and CEO George Cope (left) and Ian Greenberg, president and CEO of Astral Media Inc., speak at a news conference in Montreal on Friday. (Sun Media News Services)

Astral Media radio stations in Edmonton include Virgin Radio 104.9 FM, The Bear 100.3 FM and Team 1260.

BCE’s strategy is part of a global trend — the growing popularity of tablet computers and smartphones as platforms to view content has blurred the lines separating telecom carriers, media and cable companies. That has forced providers to venture outside their traditional domains to boost revenues and win a competitive edge.

“All telephone companies are trying to reinvent themselves,” said Macquarie analyst Greg MacDonald. “Carriers, cable and telephone companies are buying content providers, and even going so far as to buy the content itself.”

BCE, already Canada’s largest telecom provider, will acquire more than 20 television services operated by Astral, including HBO Canada, the Movie Network, Canal Vie and Disney Junior. In radio, the deal gives BCE 80 stations, including Virgin Radio, EZ Rock and Boom.

In an important aspect of the deal, Astral positions BCE to compete more effectively against Quebecor Inc, which owns a rich array of French-language content and rival telecom company Videotron that operates in the province of Quebec.

Astral — based in Montreal along with Quebecor — has a strong presence in Quebec, Canada’s francophone heartland. Its assets will enable BCE to raise its profile in one of Canada’s biggest media markets and broaden out its national footprint.

“Bell’s acquisition of Astral firmly establishes our company as Quebec’s media leader,” said BCE chief executive George Cope. “The acquisition also represents content cost certainty for Bell, as Astral represents Bell’s single largest content cost in our TV business today.”

Astral also owns digital media assets and nearly 10,000 outdoor advertising signage locations spread across Quebec, Ontario and British Columbia. It employs about 2,800 people across Canada, with about half of them located in Quebec.

BCE is buying all of Astral’s Class A non-voting shares for C$50 per share, a nearly 40 per cent premium to Thursday’s close on the Toronto Stock Exchange.

BCE will fund the deal through a combination of cash and its common equity, with BCE retaining the right to replace shares with cash at closing.

BCE will also acquire all Class B subordinate voting shares for C$54.83 per share, or about C$151 million, and all special shares for C$50 million. Including the assumption of debt, the deal values Astral at about C$3.38 billion.

Bell said the earnings multiple it is paying for Astral is in line with its valuation for the CTV deal, which closed last year. Astral will immediately boost Bell’s earnings and free cash flow, the company said.

“The acquisition is consistent with our capital markets strategy of supporting dividend growth, while maintaining our credit ratings,” said Cope.

The company will integrate Astral into the Bell Media unit, created in April 2011 following the CTV acquisition. Astral’s contribution will boost Bell Media’s annual earnings before interest, taxes, depreciation and amortization to more than C$850 million.

Astral’s board of directors has unanimously approved the transaction and advised Astral shareholders to vote in favor of the deal.

— Sun Media News Services