• $3.38-billion transaction establishes Bell as the leader in
  French-language media
• Astral’s broad national media portfolio includes top-tier TV, radio,
  digital and out-of-home properties
• Supports Bell strategy to deliver the best content across every
  broadband screen in Qu bec
• Astral President & CEO Ian Greenberg to join the BCE Board of Directors
  at closing

MONTREAL, March 16, 2012 /PRNewswire/ – BCE Inc. (Bell) today announced
that it has signed a definitive agreement to acquire all of the issued
and outstanding shares of Montr al-based Astral Media Inc. (Astral) and
its leading specialty and pay television channels, radio stations,
digital media properties and out-of-home advertising platforms in
Qu bec and across the rest of Canada. Greatly strengthening Bell’s
competitive position in the important Qu bec media marketplace, this
transaction directly supports Bell’s strategy of investment and
innovation in broadband networks and content.

Bell will acquire all Class A Non-Voting Shares of Astral for $50 per
share, representing a premium of 39% based on Astral’s volume-weighted
average closing share price on the TSX for the last five trading days,
for a total consideration of approximately $2.8 billion. Bell will also
acquire all Class B Subordinate Voting Shares for $54.83 per share, for
a total consideration of approximately $151 million, and all Special
Shares for a total consideration of $50 million.

The transaction is valued at approximately $3.38 billion, including net
debt of $380 million, and will be funded with a combination of cash
(approximately 75% of the equity purchase price) and BCE common equity
(approximately 25% or $750 million), with Bell retaining the right to
replace shares with cash, in whole or in part, at closing. The
enterprise value represents an approximate multiple of 10x estimated
2012 EBITDA (earnings before interest, tax, depreciation and
amortization), consistent with similar recent media industry
transactions including Bell’s acquisition of CTV in 2011. The
acquisition will be immediately earnings and free cash flow per share
accretive, supporting both Bell’s heavy capital investment in broadband
network development, especially in Qu bec, and the company’s dividend
growth objectives.

“Bringing together two respected and longstanding Montr al brands,
Bell’s acquisition of Astral firmly establishes our company as Qu bec’s
media leader. Bell is gaining a well-seasoned national Astral
management team, dramatically expanding our French-language content,
and more than levelling the playing field with our largest broadcast
media competitor in Qu bec. We greatly look forward to welcoming
Astral’s renowned leader Ian Greenberg to our Board of Directors,” said
George Cope, President and CEO of BCE Inc. and Bell Canada. “Astral’s
strong financial position enables Bell to further accelerate our
significant investment in broadband innovation across Qu bec, such as
our launch this month of ultra high speed Fibe service directly to
homes and businesses across Qu bec City and our rollout of
next-generation mobile LTE. With our advanced networks and
next-generation Mobile TV and Fibe TV services, Bell looks forward to
delivering Astral’s unbeatable content to customers in new and
innovative ways.”

“This transaction with Bell represents an exciting moment in the history
of Astral, and an excellent opportunity for our company, our
shareholders and our employees. We have come to know Bell very well as
a long-time commercial partner, and the fit between our two companies
is a natural,” said Ian Greenberg, President and CEO of Astra Media.
“On behalf of the Greenberg family and Astral’s Board of Directors, I
would like to thank all of our employees across the different regions
of Canada. Without their commitment and hard work, we could not have
achieved this level of success.”

The Board of Directors of Astral, acting on the unanimous recommendation
of the Special Committee comprised solely of independent directors, has
unanimously approved the transaction and recommends that Astral
shareholders approve it. All holders of Special Shares and the largest
minority holder of Class B Subordinate Voting Shares, collectively
representing a majority of the voting shares of Astral, have entered
into agreements with Bell supporting the transaction. The financial
advisor to the Special Committee has provided an opinion that the
consideration proposed to be paid to Astral shareholders is fair from a
financial point of view.

The agreement between Bell and Astral provides for a non-solicitation
covenant on the part of Astral, subject to customary “fiduciary out”
provisions, and a right in favour of Bell to match any superior
proposal. If Bell does not exercise its right to match, Bell would
receive a termination fee of $100 million should Astral support any
superior proposal.

The transaction will be effected through a plan of arrangement and is
subject to customary closing conditions, including court, shareholder
and regulatory approvals. A reverse break fee of up to $150 million
would be payable by Bell to Astral should the transaction not close for
regulatory reasons. Astral has agreed not to declare or pay dividends
on any class of its shares through to the closing date. Astral
shareholders will vote on the transaction by May 25.

The transaction provides multiple other benefits for the Bell team and
its strategy, including enhanced control of rising content costs,
particularly French-language media, and strong opportunities for
cross-platform innovation and advertising packages spanning digital,
TV, radio and out-of-home advertising. Astral products currently
represent Bell’s largest single content cost.

Astral operates 22 television services (including 13 French-language
channels), with premium offerings like Super Écran, The Movie Network
and HBO Canada, and top specialty brands such as Canal Vie, Canal D,
VRAK TV, MusiquePlus, T l toon/Teletoon, Family and Disney Junior; 84
radio stations in 50 markets, including big brands like NRJ, Virgin
Radio, Rouge fm, EZ Rock and boom; more than 100 websites and digital
media properties; and 9,500 out-of-home advertising signage locations
in Qu bec, Ontario and British Columbia.

The Astral team will join the Bell Media business unit, which was formed
in April 2011 following Bell’s acquisition of CTV, Canada’s largest
media company. With the addition of Astral, Bell Media will become a
$3-billion national media leader with annual EBITDA of more than $850
million.

Astral employs approximately 2,800 people across Canada, with about half
of the team located in Qu bec, which will grow Bell’s team here to
almost 19,000 people. Founded in Montr al in 1880 and by far the
largest communications company in Qu bec, Bell is Qu bec’s
second-largest non-retail private sector employer, after only
Desjardins. Bell is continuing to expand its service and network teams
in Qu bec and across Canada to support new services such as Fibe TV and
Fibe Internet.

To drive its broadband growth strategy, Bell has made significant
investments in content and network distribution including the
acquisition of CTV, an ownership stake in the Montr al Canadiens, and
Maple Leafs Sports and Entertainment (MLSE – expected to close in
mid-2012); the ongoing rollout of fibre to the home, including to
Qu bec City this month; the deployment of next-generation mobile LTE to
cities across Canada; the earlier launch of Bell Fibe TV and Fibe
Internet in Montr al and Toronto; and the continuing development of
leading Bell Mobile TV and online TV services.

With capital expenditures of approximately $3 billion per year, Bell
spends more on new wireless and wireline fibre networks and more on
Canadian R&D than any other communications company. Bell is dedicated
to delivering the best content across Canada’s best networks to all 4
screens – TV, smartphone, tablet and computer.

Call with Financial Analysts
Bell will hold a conference call for financial analysts to discuss the
Astral acquisition on Friday, March 16 at 8:30 a.m. (Eastern). Media
are welcome to participate on a listen-only basis. To participate,
please dial 1-866-223-7781 shortly before the start of the call. A
replay will be available for one week by dialing 1-800-408-3053 and
entering passcode 6700965#. A live audio webcast of the call will be
available on BCE’s website at http://www.bce.ca/investors/investorevents/all/show/bce-announcement.

About Astral
Founded in 1961, Astral Media Inc. (TSX: ACM.A/ACM.B) is one of Canada’s
largest media companies. It operates several media properties – pay and
specialty television, radio, out-of-home advertising, and digital –
that are among the most popular in the country. Astral plays a central
role in community life across the country by offering diverse, rich,
and vibrant programming that meets the tastes and needs of consumers
and advertisers alike. To learn more about Astral, please visit Astral.com.

About Bell
BCE Inc. (TSX, NYSE: BCE) is Canada’s largest communications company,
with the Bell and Bell Aliant brands providing a comprehensive and
innovative suite of broadband wireless and wireline communication
services to residential and business customers across Canada. Bell
Media is Canada’s premier multimedia company with leading assets in
television, radio and digital media, including CTV, Canada’s #1
television network, and the country’s most-watched specialty channels.

The Bell Mental Health Initiative is a multi-year charitable program
that promotes mental health across Canada via the Bell Let’s Talk
anti-stigma campaign and support for community care, research and
workplace best practices. To learn more, please visit Bell.ca/LetsTalk.

For BCE corporate information, please visit BCE.ca. For Bell product and service information, please visit Bell.ca. For Bell Media, please visit BellMedia.ca.

Caution Concerning Forward-Looking Statements
Certain statements made in this news release, including, but not limited
to, statements relating to the proposed acquisition by BCE Inc. of all
of the issued and outstanding shares of Astral Media Inc., certain
strategic benefits and operational, competitive and cost efficiencies
expected to result from the transaction, and other statements that are
not historical facts, are forward-looking. Forward-looking statements,
by their very nature, are subject to inherent risks and uncertainties
and are based on several assumptions which give rise to the possibility
that actual results or events could differ materially from our
expectations expressed in or implied by such forward-looking
statements. As a result, we cannot guarantee that any forward-looking
statement will materialize and you are cautioned not to place undue
reliance on these forward-looking statements. The forward-looking
statements contained in this news release describe our expectations at
the date of this news release and, accordingly, are subject to change
after such date. Except as may be required by Canadian securities laws,
we do not undertake any obligation to update or revise any
forward-looking statements contained in this news release, whether as a
result of new information, future events or otherwise. Forward-looking
statements are provided herein for the purpose of giving information
about the proposed transaction referred to above and its expected
impact. Readers are cautioned that such information may not be
appropriate for other purposes. The completion of the above-mentioned
proposed transaction is subject to customary closing conditions,
termination rights and other risks and uncertainties including, without
limitation, court, shareholder and regulatory approvals, including
approval by the CRTC, Competition Bureau and TSX. Accordingly, there
can be no assurance that the proposed transaction will occur, or that
it will occur on the terms and conditions contemplated in this news
release. The proposed transaction could be modified, restructured or
terminated. There can also be no assurance that the strategic benefits
and competitive, operational and cost efficiencies expected to result
from the transaction will be fully realized.

SOURCE BELL CANADA

Image with caption: “Bell to acquire Astral Media inc. George Cope, President and CEO of BCE Inc. and Bell Canada Ian Greenberg, President and CEO of Astra Media (CNW Group/BELL CANADA)”. Image available at: http://photos.newswire.ca/images/download/20120316_C4984_PHOTO_EN_11230.jpg