MONTREAL, March 16, 2012 /PRNewswire/ – Astral Media Inc. (TSX: ACM.A
ACM.B) today announced that it has entered into a definitive agreement
with BCE Inc. (“Bell”) for the sale of the Company through the
acquisition of all of its issued and outstanding shares. Upon closing
of this transaction, Bell will acquire all of Astral’s pay and
specialty television services, radio stations, digital media properties
and out-of-home advertising activities.

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.

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.

“This is an exciting moment in the history of Astral,” said Ian
Greenberg, President and CEO. “We believe that the transaction with
Bell is an excellent opportunity for Astral, its shareholders and
employees. After 15 years as commercial partners, we know each other
well and share many important values. The fit between our two companies
is a natural and I look forward to seeing our brands become even
stronger as part of the Bell family.”

“Astral is very proud of its heritage. We owe our success to our
talented and dedicated team at all levels. On behalf of the Greenberg
family and Astral’s Board of Directors, I would like to thank all our
employees across the different regions of Canada. Without their
commitment and hard work, we could not have achieved this level of
success,” concluded Mr. Greenberg.

“Bell welcomes Astral and its strong team of media professionals, who
have built an outstanding national media business, especially in the
competitive Qu bec marketplace. Ian Greenberg is a renowned champion of
Canadian broadcasting and we look forward to welcoming him to our Board
of Directors when the transaction closes,” said George Cope, President
and CEO of Bell Canada and BCE Inc. “This transaction further
accelerates Bell’s strategy to deliver leading content like Astral’s
across our world-leading networks to all the broadband screens – TV,
smartphone, tablet or computer – that our customers may choose.”

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 of the Board of Directors of Astral
provided an opinion that the consideration proposed to be paid to
Astral shareholders is fair from a financial point of view.

The definitive 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. A termination fee of $100 million is payable to Bell
in certain circumstances, including if it fails to exercise its right
to match in the context of a superior proposal supported by Astral.

The transaction is subject to customary closing conditions, including
shareholder and regulatory approvals and a reverse break fee of up to
$150 million would be payable by Bell to Astral if the transaction does
not close for regulatory reasons. The transaction will be implemented
by way of a plan of arrangement under the Canada Business Corporations Act. Shareholders will be asked to vote on the transaction at a special
meeting to be held on or prior to May 25, 2012.

A proxy circular will be prepared and mailed to shareholders over the
coming weeks providing shareholders with important information about
the transaction. A material change report, which provides more details
on the transaction, will be filed with the Canadian securities
regulatory authorities and will be available at www.sedar.com.

Stikeman Elliott LLP is acting as legal advisor to Astral and Goodmans
LLP is acting as independent legal advisor to the Special Committee.
RBC Capital Markets is acting as exclusive financial advisor to Astral
and National Bank Financial is acting as independent financial advisor
to the Special Committee.

Call with Financial Analysts
A conference call for financial analysts will be held 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 or toll-free 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.

This press release contains certain forward-looking statements
concerning the future performance of the Company, including, but not
limited to, statements relating to the proposed acquisition by BCE Inc.
of all of the issued and outstanding shares of the Company. These
forward-looking statements are based on current expectations. We
caution that all forward-looking information is inherently uncertain
and actual results may differ materially from the assumptions,
estimates or expectations reflected or contained in the forward-looking
information, and that actual future performance will be affected by a
number of factors, including technological change, economic conditions,
regulatory change, competitive factors and changes in accounting rules
or standards, many of which are beyond the Company’s control. We
disclaim any intention or obligation to update or revise any
forward-looking statements. The completion of the above-mentioned
proposed transaction is subject to customary closing conditions,
termination rights and other risks and uncertainties including, without
limitation, any required 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.

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.
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.

SOURCE ASTRAL MEDIA INC.

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/ASTRAL MEDIA INC.)”. Image available at: http://photos.newswire.ca/images/download/20120316_C4982_PHOTO_EN_11236.jpg