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Published on 3/17/2008 in the Prospect News High Yield Daily and Prospect News Special Situations Daily.

BCE to fight debentureholders appeal in Canadian court

By Lisa Kerner

Charlotte, N.C., March 17 - BCE Inc. said it will "vigorously defend" an appeal brought by holders of Bell Canada debentures in Quebec Superior Court.

"Our position from the start, which was supported on every point of contention by the Québec Superior Court, is that the claims of these debentureholders are without merit," BCE and Bell Canada chief legal officer Martine Turcotte said in a BCE news release.

"As the Superior Court has concluded, BCE and Bell Canada have respected all of the rights and reasonable expectations of the debentureholders," Turcotte added.

On March 7, BCE announced that the Quebec Superior Court approved the company's plan of arrangement for its privatization transaction and dismissed all claims in the Bell Canada debentures lawsuit.

Committee members hold bonds in Bell Canada, a BCE subsidiary.

Any appeals to the decision were to be filed by March 17.

According to a committee statement, the proposed plan forces Bell Canada to guarantee $32 billion in loans incurred in the purchase of BCE shares, with nothing given in return.

Those opposed to the plan arrangement include life insurance companies and money managers in the North American market place, including Barclays Global Investors Canada Ltd., CIBC Global Asset Management Inc., Franklin Templeton Investments Corp. and others, a prior news release said.

It was previously reported that under a July 2, 2007 agreement, the investor group will acquire all of the common shares of BCE not owned by Ontario Teachers for C$42.75 each and all of the company's preferred shares at between C$25.25 and C$25.87 each. The all-cash transaction is valued at C$51.7 billion, including C$16.9 billion of debt, preferred equity and minority interests.

The transaction remains conditioned on approvals from the Canadian Radio-television and Telecommunications Commission and Industry Canada but is expected to close in the first part of the second quarter, a company news release stated.

BCE is a Montreal-based communications company that provides telephone, internet, television and information services.


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