03:22:35 EDT Fri 26 Apr 2024
Enter Symbol
or Name
USA
CA



BCE Inc (2)
Symbol BCE
Shares Issued 840,536,626
Close 2015-05-04 C$ 53.78
Market Cap C$ 45,204,059,746
Recent Sedar Documents

Glentel gets "no action letter" from feds on Bell buy

2015-05-05 17:19 ET - News Release

See News Release (C-GLN) Glentel Inc

Mr. Jas Boparai of Glentel reports

COMPETITION BUREAU CLEARS SALE OF GLENTEL TO BELLCANADA

Glentel Inc. has received a "no action letter" from Canada's Competition Bureau with regard to Glentel's previously announced acquisition by BCE Inc. The bureau has also issued a "no action letter" for the subsequent sale by Bell of 50 per cent of Glentel to Rogers Communications Inc. (TSX: RCI).

With these letters, the regulatory conditions under the plan of arrangement entered into by Glentel and Bell (the arrangement), and the subsequent agreement between Bell and Rogers, have been fulfilled.

Headquartered in Burnaby, B.C, and operating as a stand-alone entity with independent management, Glentel will continue with its strategy of offering competing dual-carrier wireless brands to Canadian consumers and business customers. Outside Canada, Glentel owns, operates and franchises approximately 734 retail locations in the United States, as well as 141 points of sale in Australia and the Philippines.

Further to the bureau's approval, Glentel and Bell have agreed the arrangement will be completed on May 20, 2015. Based on the scheduled closing date, the deadline for Glentel shareholders to elect the form of consideration they wish to receive in respect of their Glentel common shares pursuant to the arrangement is 5 p.m. PDT on May 14, 2015. A detailed description of the arrangement is set forth in the Glentel management information circular dated Dec. 11, 2014. Shareholders can obtain a copy of the circular as filed with Canadian provincial securities regulatory authorities at SEDAR.

Election of consideration

Glentel shareholders may elect to receive either the cash consideration of $26.50 per share or the common share consideration of 0.4974 of a BCE common share per share as specified under the arrangement for all of their Glentel shares.

Shareholders may only elect to receive cash consideration or share consideration for all their shares; shareholders may not elect to receive a combination of cash and shares. However, any election by a shareholder is subject to proration and rounding and therefore shareholders may ultimately receive a combination of cash and BCE common shares by operation of the proration provisions of the arrangement.

Under the arrangement, BCE will pay consideration to shareholders, in the aggregate, in cash in respect of 50 per cent of the outstanding common shares of Glentel and BCE common shares in respect of 50 per cent of the outstanding shares. Registered shareholders may make an effective election by depositing with the depositary under the arrangement, on or prior to 5 p.m. PDT on May 14, 2015, a duly completed letter of transmittal and election form indicating their election, together with the certificates (if applicable) representing their Glentel shares.

The election form can be found on Glentel's website as well as on SEDAR. Non-registered shareholders that hold shares through an intermediary, such as a broker, investment dealer, bank or trust company, should carefully follow the instructions and deadlines from the intermediary that holds shares on their behalf and should contact such intermediary with any questions about their election. Shareholders who may have made an election through an intermediary prior to the date of this press release may wish to contact their intermediary prior to the election deadline to verify that their election has been made properly.

Any Glentel shareholder that fails to properly make an election prior to 5 p.m. PDT on May 14, 2015, will be deemed to have elected to receive (a) the cash consideration, if elections have exceeded the maximum share consideration available under the arrangement, (b) the share consideration, if elections have exceeded the maximum cash consideration available under the arrangement, or (c) a combination of cash and BCE common shares, if elections have exceeded neither the maximum share consideration nor the maximum cash consideration.

A Glentel shareholder who elects to receive only the share consideration but, because of proration, receives a combination of BCE common shares and cash, will be required to make a joint election to obtain a full or partial tax deferral. A tax instruction letter providing certain instructions on how to complete the tax election may be obtained at BCE's website.

We seek Safe Harbor.

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