Astral talking to Bell in hopes of reworking takeover deal for CRTC approval

CRTC Chairman Jean-Pierre Blais speaks at a press conference about the rejection of the Bell-Astral deal on Thursday, Oct. 18, 2012.

MONTREAL -- Astral Media Inc. is reworking a friendly takeover by telecom giant Bell that's expected to see the Montreal company sell off some broadcast assets to win regulatory approval.

The CRTC killed the $3.4-billion deal last month, saying it wasn't in the best interests of Canadians.

Astral confirmed Friday that it's still talking with Bell in hopes of finding a way to save the deal, including filing a new application to the Canadian Radio-television and Telecommunications Commission.

"The timing and details of any such application have not yet been determined," Astral (TSX:ACM.A) said in a statement.

Telecom analyst Troy Crandall said Bell will probably pick the assets that it wants and Astral could be left with potentially "lesser performing" assets to sell.

"Rather than going through the courts, it looks like they're just going to restructure the deal and put in a new proposal," said Crandall of MacDougall, MacDougall & MacTier.

"If I were Bell, I would obviously want to cherry pick the best assets," Crandall said.

Astral has 25 specialty TV services, including the Movie Network, Family Channel and Disney XD, and 84 radio stations.

Bell, owner of the CTV TV network, has said it wants to put Astral's content to put on smartphones, tablets, computers and traditional TVs and to compete with foreign online competitors such as Netflix.

BCE (TSX:BCE) declined to comment on Friday.

Crandall said the CRTC was concerned about the level of dominance that Bell would have in the English-language television market.

In rejecting the deal, CRTC chairman Jean-Pierre Blais said BCE would have controlled almost 45 per cent of the English TV viewership and almost 35 per cent of the French if the takeover has been allowed.

"BCE failed to persuade us that the deal would benefit Canadians," Blais said in his recent ruling. "It would have placed significant market power in the hands of one of the country's largest media companies."

But Bell disagreed, saying Bell and Astral combined would have an English-language TV market share of 33.5 per cent and the combined companies would have a 24.4 per cent stake in the French-language TV market, both within the rules.

The discrepancy arises because Bell includes U.S. competitors in the calculations, while the CRTC does not.

The CRTC has said if the takeover deal came before it again, it would have to be substantially different. Such a deal would also have to be approved by the Competition Bureau.

However, telecom analyst Eamon Hoey said BCE should instead look outside Canada for telecom acquisitions to grow instead of trying to buy Astral. Other telecom companies have used this strategy and have been successful, he said.

He cited the example of South Africa's MTN Group, which operates in 21 African and Middle Eastern countries and has 187 million subscribers.

"We've got a great company here that's got lots of opportunities around the world and should be out taking them," Hoey said of BCE.

"Other companies have gone global, and Manulife is a really good example of that. Couche-Tard is another example," said Hoey, of Hoey Associates Management Consultants Inc. in Toronto.

Cogeco Cable Inc. (TSX:CCA) has given itself a toehold in the U.S. market the acquisition of U.S.-based Atlantic Broadband, Hoey added.

The Globe and Mail newspaper reported Friday that those familiar with the talks say the new deal seeks to overcome regulatory opposition with a plan to auction off a number of Astral's English broadcast assets.

Bell has postponed the deadline for the deal until Dec. 16 and both parties can further extend it by one month.

Shares in Astral Media were up almost five per cent, or $2.01, at $44.27, while shares in BCE were up 54 cents at $41.92 on the Toronto Stock Exchange late Friday.