Competition Bureau clears new Bell-Astral deal

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BCE today has released details around its new bid to purchase Astral Media, after its first bid was turned down by the CRTC last fall. The new deal has now been approved by the Competition Bureau, but still needs CRTC approval.

The company is gearing up for round two in its $3.38 billion quest to acquire Astral Media, the complete application for which will be made public in the coming weeks.

Bell-Astral, Shaw and Corus

The new bid proposes that Corus Entertainment, entering into separate agreements with Shaw Media and BCE, acquire Teletoon and ABC Spark, and expand Corus’ presence in the French-language specialty market, to the tune of $494 million.

Pending regulatory approval, the deals together would result in Corus fully owning Teletoon, ABC Spark and French-language specialty channels Historia and Series+.

The proposed deal with Bell will see Corus acquire the remaining 50% ownership interest in Teletoon (which is current held by Astral), and the Ottawa-based radio stations CKQB-FM and CJOT-FM (also currently owned by Astral).

Separately, the deal with Shaw Media will see Corus acquire the remaining 49% interest in specialty service ABC Spark from Shaw.

And Corus will sell its 20% interest in Food Network Canada to Shaw Media. That means Shaw Media will hold controlling interest in Food Network Canada, with Scripps Networks Interactive maintaining a minority ownership in the specialty food channel.

In addition, Corus, in agreement with Bell and Shaw will acquire each of the companies’ respective 50% interests in French-language specialty channels Historia and Series+.

Historia and Series+ are both currently 50-50 owned by Astral and Shaw Media.

Expanding Corus’ portfolio

Corus execs in an analyst and investor call on Tuesday morning said that the proposed deal gives Corus Entertainment a larger footprint and the scale to compete in Québec and French-language specialty market.

According to Corus, the combined acquisition of the services would capture 8% of French-language television viewing share, and result in ownership of three of the most-watched French-language channels, particularly among women, in that market.

Corus said that Series+, which features scripted comedy and drama programming, and Historia, which features informative and entertainment programming, have a combined revenue of approximately $51 million, with each channel available to 2.1 million subscribers.

The company noted that Series+ would benefit from Corus’ expertise in the women’s vertical and Télétoon would expand its presence in the young adult sales vertical, while full ownership of ABC Spark is a growth opportunity for Corus.

Bell-Astral 2.0

As part of its deal to purchase Astral Media, Bell Media would also sell Family, Disney XD and the French-language Disney Junior, Musimax and MusiquePlus services through an auction process that was said to be currently underway.

Bell is also divesting of eight additional English-language radio stations in addition to the two Corus has agreed to buy. It is currently in the processing of auctioning off Astral Media stations Vancouver’s CHHR and CKZZ, CFQX , CHIQ in Winnipeg and CHBM in Toronto as well as Bell Media FM stations CKCE in Calgary, CHIQ in Winnipeg and CFXJ in Toronto and the Astral AM station CISL in Vancouver.

Astral and Bell Media say the companies are listening to fans who disagreed with the proposal to convert TSN Radio 690 into an English-language sports station in order to meet CRTC rules. To that end, Bell has filed a separate application with the CRTC to request an exception from application of the common ownership policy to allow the continued operation of TSN Radio 690 by Bell Media as an English-language sports station.

First announced in March 2012, the original proposed deal for Bell Media to acquire Astral Media was worth $3.38 billion. It was rejected by the CRTC because, as regulator head Jean-Pierre Blais said at the time, “At the end of the day, BCE demonstrated clearly that the proposed transaction was good for BCE, but we were not persuaded that it was in the best interest of Canadians.”

Because of the need for regulatory approvals, the outside date for the transaction has been extended to June 1, 2013 with both Astral and Bell Media having the right to extend that  further to July 31, 2013.

With files from Val Maloney