A consortium led by The Ontario Teachers’ Pension Plan has received Industry Canada’s approval for its $52-billion takeover of telecommunications giant BCE Inc.
The industry approval is the final regulatory condition to close the deal, led by Teachers’ Private Capital, the private investment arm of the Ontario Teachers’ Pension Plan, and including Providence Equity Partners Inc., Madison Dearborn Partners, LLC, and Merrill Lynch Global Private Equity.
“The Department has reviewed and assessed all the documentation submitted in relation to the proposed change of control of BCE Inc.,” wrote Jim Prentice, Minister of Industry, in a letter to BCE released today. “Based on the information provided thus far and subject to the paragraphs below, Industry Canada finds that BCE Inc. would be, under the proposed structure, “Canadian” within the meaning of the Radiocommunication Regulations of the Radiocommunication Act.”
Prentice said the key condition of the approval is that control of the company remains in Canada.
“I’m responsible for ensuring that in fact control stays in Canada and we’ve worked together with the proponents to make sure that is the case,” he said. “In terms of both shareholder meetings and all board governance meetings, there will be a majority of the directors who are Canadians.”
On March 7, the Quebec Superior Court approved BCE’s plan of arrangement for the deal, while the Canadian Radio-television and Telecommunications Commission approved the deal 20 days later, also with certain conditions.
The CRTC said Teachers’ must appoint six of the 13 directors, one more than under the agreement with its U.S. minority partners.
As well, the chairman must be Canadian, as must the company’s CEO, who is also on the board but cannot serve as chairman.
BCE expects the transaction to close before the end of the second quarter.
