BCE amends agreement with investor group; company set to go private by Dec. 11

By Lisa Kerner

Charlotte, N.C., July 7 - BCE Inc. amended its June 29 definitive agreement with an investor group led by Teachers' Private Capital, the private investment arm of the Ontario Teachers' Pension Plan, Providence Equity Partners Inc., Madison Dearborn Partners, LLC and Merrill Lynch Global Private Equity.

On July 2, 2007, the investor group agreed to 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, it was previously reported.

Under the final, amended agreement:

• The purchase price remains C$42.75 per common share;

• Fully negotiated and executed credit documents for funding the transaction were delivered;

• The reverse break fee was increased to C$1.2 billion;

• The closing will occur on or before Dec. 11; and

• BCE will not pay dividends on its common shares prior to closing.

BCE also announced that Michael Sabia will resign as chief executive officer of BCE and Bell Canada.

"The company's focus now has to shift to Bell Canada's operations, and the preparations for its privatization, making it an opportune time to turn to George Cope," Sabia said in a company news release.

Cope was named president and chief operating officer of Bell Canada in October 2005. He will succeed Sabia effective July 11.

"The signing of this agreement to take the company private in the largest transaction of its kind in the world, at C$42.75 per common share, is the final chapter in a strong stewardship that has created substantial value for shareholders," BCE and Bell Canada board chair Richard J. Currie said in the release.

Financial advice was provided by Goldman, Sachs & Co., BMO Capital Markets, RBC Capital Markets, CIBC World Markets and Greenhill & Co.

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

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