BCE bids for 2nd chance on CRTC Astral review

BCE Inc. will ask the federal cabinet to consider directing the federal broadcast regulator to conduct a second review of Bell's proposed $3.4-billion takeover of Astral Media, the company said Friday.

Bell is a BCE subsidiary.

BCE says the bid conforms with the Broadcasting Act’s regulation that the Canadian Radio-Television and Telecommunications Commission can approve a transaction that would result in a company controlling less than 35 per cent of total TV audience share.

BCE says Bell and Astral combined would have an English-language TV market share of 33.5 per cent, and just 24.4 per cent of the French-language TV market.

That’s at odds with the finding of CRTC commissioner Jean-Pierre Blais, who said the deal would have given BCE control of almost 45 per cent of the English TV viewership and almost 35 per cent of the French.

As well, the CRTC said, Bell would have become the largest radio station operator in Canada and would have controlled over half of TV pay and specialty services.

In an interview airing Saturday on CBC Radio's The House, Finance Minister Jim Flaherty told host Evan Solomon that cabinet will review BCE’s request, but that to "intervene would be a big step" and something that is "not traditional."

CRTC independent

Industry Minister Christian Paradis was even more explicit Friday, calling the CRTC an independent commission that makes its own decisions.

"The CRTC operates on an arm's length from the government," Paradis said. "I understand that they held hearings and they made their decision, so at that point I will no longer comment since the decision is still there."

"Bell, I don't know what they will do, but the decision was clear in terms of a conclusion and we do respect what the CRTC said on this regard."

The CRTC rejected the deal Thursday, saying it wasn't in the best interest of Canadians. But CEO George Cope said Canadians are the losers and BCE's competitors are the winners.

"The cable guys, they won again today in this decision," Cope told BNN, the all-news business channel owned by Bell Media. "Consumers lost. The investment community lost. It's the wrong decision for Canada."

Shares in Montreal-based Astral shed almost 16 per cent on Friday, a day after the CRTC's decision.

Astral shares fell $7.49 to $39.51 when the TSX closed on Friday.

'Rogers is likely interested in some of the assets' —Analyst Jeff Fan

Bell shares moved lower, losing 72 cents, or almost two per cent, to $42.91. But it was Astral shares that bore the brunt of the damage.

Bell has a number of options, including asking the federal cabinet to overrule the regulator or take their complaint to court. But Astral shareholders are apparently skeptical of the company's ability to generate value or find another suitor, hence the sell-off.

Bell dividend under threat?

Scotiabank telecom analyst Jeff Fan said without Astral, BCE's dividend strategy could be threatened because Astral's cash flow would have been an important source of funding it.

"The No. 1 reason this is negative for BCE is that we believe its dividend growth strategy is now compromised without Astral," Fan wrote in a research note.

Fan also said Astral should still be in play, but the rules are now unclear as to who can buy it.

"Rogers is likely interested in some of the assets but may not be allowed to buy all of Astral," Fan said in a research note.

"There has also been speculation that Cogeco and Corus could partner to acquire Astral. But Cogeco just made its bet in the U.S. with Atlantic Broadband. And like Rogers, with Corus being considered under the Shaw umbrella, it may not be able to pursue this, as it will likely be considered another vertical transaction by Shaw," Fan said.

Had the CRTC approved the deal, it would not have been clear sailing for Bell. The Competition Bureau had indicated it was "increasingly concerned" about the deal.

Astral shares are now back to only slightly above where they were before Bell's offer was tabled in March.