March 16, 2012 7:32 PM

SC Among Firms to Land Roles in $3 Billion Canadian Broadcasting Deal

Posted by Tom Huddleston Jr.

Canada’s largest telephone company, BCE Inc., has agreed to pay $3 billion to acquire Montreal-based television and radio broadcaster Astral Media, BCE announced Friday.

BCE will pay $50 per share for Astral’s Class A shares, a 38 percent premium over the target’s Thursday closing price, while paying roughly $201 million for all remaining shares. BCE will also assume $380 million in Astral debt. The deal is subject to shareholder and regulatory approvals, with a shareholder vote to be held before May 25.

The deal would give Verdun, Canada-based BCE, which owns telephone access provider Bell Canada, a stronger foothold in Quebec and a deeper lineup of French-language broadcasting content. Astral, which owns roughly 20 television channels and more than 80 radio stations, is also Canada’s largest broadcaster of English- and French-language cable and pay television services.

McCarthy Tétrault is acting as lead legal counsel to BCE on the deal, with a team led by corporate partners Garth Girvan, Frederic Cotnoir, and Stephanie Lee. Financial services partners Barry Ryan, Gordon Baird, and Richard O’Doherty are also working on the deal, as are tax partners Frederic Harvey and Annie Mailhot-Gamelin. Partner Grant Buchanon is advising on regulatory issues.

Martine Turcotte, a former McCarthy Tétrault associate, serves as BCE’s chief legal officer.

Sullivan Cromwell and Blake, Cassels Graydon are also advising BCE on the acquisition. SC’s team, which is advising on U.S. aspects of the deal, is led by New York MA partners George Sampas and Donald Crawshaw. Blake Cassels Toronto-based antitrust partners Brian Facey and Micah Wood, and associate Mark Graham, are advising on regulatory aspects.

A group of Stikeman Elliot attorneys, led by Montreal-based corporate partner Sidney Horn, is representing Astral. Corporate partners Robert Carelli and Sophie Lamonde are also advising, along with tax partners Luc Bernier and Franco Gadoury. Partner Susan Hutton is handling regulatory aspects of the deal.

Goodmans is the fifth firm to land a role on the matter, representing a special committee of Astral’s board of directors. The Goodmans team includes firm cochair Dale Lastman, corporate and securities partner Robert Vaux, competition counsel Richard Annan, and communications law partner Michael Koch.

Brigitte Catellier is Astral’s vice president of legal affairs.

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