BCE Inc. completed its privatization of Bell Aliant Inc. and the integration of its Atlantic Canada affiliate into BCE’s national operations, following its successful offer to purchase all of the outstanding publicly-held Bell Aliant common shares for a combination of cash and BCE common shares valued at approximately $3.95 billion.
BCE’s offer was accepted by holders of more than 90 per cent of the publicly-held Bell Aliant common shares. Concurrently with the offer, BCE also successfully exchanged all of the outstanding preferred shares of Bell Aliant Preferred Equity Inc. for newly issued preferred shares of BCE with the same financial terms.
BCE is Canada’s largest communications company, providing an innovative suite of broadband communication services to residential and business customers under the Bell Canada and Bell Aliant brands.
BCE was represented by an in-house team led by Mirko Bibic and included Michel Lalande, Martin Cossette, Barry Chapman, Jonathan Blakey, Jean-François Laroche and Geneviève Filion (corporate/securities/regulatory); Ildo Ricciuto (financing); and Wayne Tunney and Pierre Potvin (tax); with assistance in Canada from Goodmans LLP with a team that included Dale Last-man, Robert Vaux, Ryan Szainwald, Chris Sunstrum and Emily Ting (corporate/ M&A); Mitchell Sherman, Glenn Ernst and Kabir Jamal (tax); Robert Malcolmson (regulatory) and Celia Rhea (finance); and in the United States by Sullivan & Cromwell LLP with a team that included Donald Crawshaw, George Sampas, Julian Wright and Walton Dumas (corporate/M&A) and Jeffrey Hochberg, Davis Wang, Saul Brander and Jameson Lloyd (tax).
Bell Aliant and Bell Aliant Preferred Equity, and the special committee of the board of directors of each were represented by an in-house team led by Fred Crooks and included Jennifer Palov and Clare Roughneen; with assistance in Canada from Blake, Cassels & Graydon LLP with a team that included David Jackson, Brendan Reay, John Wilkin, Eric Moncik, Catherine Youdan and Karim Amlani (corporate/M&A) and Bryan Bailey and Ian Caines (tax); and in the United States by Skadden, Arps, Slate, Meagher & Flom LLP with a team that included Christopher Morgan (corporate/M&A) and Eric Sensenbrenner and Jared Binstock (tax).
Blake, Cassels & Graydon LLP also acted as competition counsel to both BCE and Bell Aliant with a team that included Brian Facey and Micah Wood.
The independent valuator, Barclays Capital Canada, was represented by in-house counsel Steven Kim and by Jeremy Fraiberg and Don Gilchrist from Osler, Hoskin & Harcourt LLP.
McCarthy Tétrault LLP acted for the investment banks that were solicitation agents and solicited votes in favour of the note exchange that Bell Aliant undertook in connection with the integration of Bell Aliant into BCE. The team included Andrew Parker and Leslie Milroy (capital markets).