Excerpts from MTS Press Release: BCE to purchase MTS
- MTS shareholders to receive $40.00 per share, in combination of cash and BCE shares
- Winnipeg to become headquarters for BCE's 6,900-person Western Operations
- BCE to invest $1 billion over five years after closing to bring next-generation internet, wireless and television products to Manitoba customers, and provide other meaningful commitments to Manitobans
MTS today announced it has entered into a definitive arrangement agreement pursuant to which BCE Inc. will purchase all of the issued and outstanding common shares of MTS under terms that contain compelling benefits for our shareholders, our customers, our employees and will support long term growth and prosperity in the Province of Manitoba. The transaction is valued at $3.9 billion. The transaction has been unanimously approved by the Board of Directors of each of MTS and BCE and is supported by the management teams of both companies.
BCE has offered to purchase all of the issued and outstanding common shares of MTS for $40.00 per share, representing a premium of 23.2%. MTS shareholders will be able to elect to receive $40.00 per share in cash or 0.6756 of a BCE common share for each MTS common share, subject to proration, such that the aggregate consideration to be paid to MTS shareholders will be 45% in cash and 55% in BCE common shares. In connection with the arrangement, the Board of Directors of MTS will not declare any further dividends on MTS' common shares other than being permitted to declare a second-quarter 2016 dividend in May to be paid in July.
Compelling Benefits for Manitoba
The transaction is expected to provide significant benefits to MTS customers and employees, and to the Province of Manitoba. These include significant investments, access to innovative consumer and enterprise telecommunications products and support to the local community.
BCE intends to invest $1 billion in the five years after the transaction closes to:
- Make Gigabit Fibe Internet, offering average access speeds up to 20 times faster than what MTS customers receive today, available within 12 months after the transaction closes,
- Expand the mobile LTE network and make improvements to mobile data speeds that will double our customer's average download speeds, and
- Provide access to Fibe TV, North America's most innovative TV platform.
BCE values the talent and skills of MTS people and has committed to making Winnipeg its headquarters for Western Canada, which with the addition of the MTS team will have a total of approximately 6,900 employees.
MTS' data centre is expected to join BCE's network of 27 large data centres and gain access to the largest broadband fibre network in Canada.
BCE will maintain a strong and important position within the local community, ensuring that naming rights for the home of the Winnipeg Jets and other community sponsorships are maintained or extended. Additionally, BCE will introduce a new Bell Let's Talk Manitoba fund focused on mental health support for aboriginal communities chaired by Manitoban Clara Hughes, the national spokesperson for Bell Let's Talk.
Structure, Timing and Approvals of Proposed Transaction
The transaction is structured to proceed by way of a court approved plan of arrangement under The Corporations Act
(Manitoba) pursuant to which BCE will purchase all of the issued and outstanding common shares of MTS subject to shareholder approval from two-thirds of the votes cast by MTS shareholders and satisfaction of other required approvals, including receipt of regulatory approvals by the Canadian Radio-television and Telecommunications Commission (CRTC), the Competition Bureau and Innovation, Science and Economic Development Canada (ISED).
The arrangement agreement between MTS and BCE provides for, among other things, a non-solicitation covenant on the part of MTS, subject to customary "fiduciary out" provisions that entitle MTS to consider and accept an acquisition proposal that constitutes or may reasonably be expected to constitute a superior proposal and a right in favour of BCE to match any superior proposal. If the arrangement agreement is terminated in certain circumstances, including if MTS enters into a definitive agreement with respect to a superior proposal, BCE is entitled to a break-fee payment of $120 million. The transaction also includes a reverse break-fee payment of $120 million payable by BCE in certain circumstances. The transaction is currently expected to close in late 2016 or early 2017.
Call with Financial Analysts
BCE will host a conference call for financial analysts on Monday, May 2 at 8:30 am eastern time. MTS President & CEO Jay Forbes will provide remarks during the call. A live audio webcast of the conference call will be available on the www.bce.ca
Analyst Presentation: http://www.bce.ca/investors/bce-mts/...tation-mts.pdf