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BCE takeover battle may not be over yet

The bidding may not be over for the parent of Bell Canada, which over the weekend agreed to a buyout offer of $35.1 billion from a consortium led by the Ontario Teachers Pension Plan Board in the biggest Canadian takeover ever.
/ Source: The Associated Press

The bidding may not be over for the parent of Bell Canada, which over the weekend agreed to a buyout offer of $35.1 billion from a consortium led by the Ontario Teachers Pension Plan Board in the biggest Canadian takeover ever.

If the deal is completed, it would be the biggest leveraged buyout to date, according to the financial research firm Thomson Financial.

The group led by the pension plan beat out several other bidders including New York-based Cerberus Capital Management LP with billionaire Hong Kong-based Canadian citizen Richard Li’s Pacific Century Group, and the Canada Pension Plan Investment Board with backing from American buyout firm Kohlberg Kravis Roberts & Co.

Telus Corp. — Canada’s second largest telecom — pulled out of the bidding last Tuesday for Bell Canada parent BCE Inc., Canada’s biggest telecom company.

But Telus CEO Darren Entwistle told the Globe and Mail his Vancouver-based company hasn’t ruled out taking a run at Bell Canada.

“It’s been a hallmark of our company that we do not close doors,” Entwistle said, without signaling which way he was leaning. “We keep our options open and this is no exception.”

Bell Canada chief executive Michael Sabia acknowledged the possibility of a hostile bid when he told reporters on Saturday that the company’s board “has a fiduciary obligation to continue to be open to superior proposals.”

The newspaper also quoted a source close to Cerberus as saying they have not given up on acquiring Bell.

The investor group led by the Ontario Teachers Pension Plan agreed to acquire all of the common shares of BCE not already owned by Teachers for 42.75 Canadian dollars per share, up from 40.34 Canadian dollars on Friday. The pension plan is BCE’s biggest shareholder.

The offer values BCE at $35.1 billion, including the costs of buying common shares, preferred stock and convertible securities, according to Thomson Financial. That would surpass the $32.1 billion that has been offered for the Texas utility TXU Corp., which Thomson says was the previous biggest announced deal to take a public company private.

In the deal for BCE, Thomson estimates that the buyers would also take on about $12.1 billion in net debt.

The deal will require approval from shareholders as well as federal government regulators. Sabia said he expects the deal to close in the first quarter of 2008.

The Toronto-based Ontario Teachers Pension plan — with assets of 106 billion Canadian dollars ($99 billion) in 2006 — invests and administers the retirement funds for Ontario’s 167,000 teachers and 104,000 retired teachers.

The prospective new owners of Canada’s largest telecom company plan to make Bell Canada a stronger wireless business, the head of the Ontario Teachers’ private equity unit says.

“Wireless is an area that Bell has been lagging a little bit,” Jim Leech, senior vice president of Teachers’ Private Capital, said Sunday.

“Statistically that’s the fact so obviously we’ll want to regain pre-eminence in that area as Bell is number one in many other markets.”

Bell Canada, which has more than 54,000 employees, had annual revenue of 17.7 billion Canadian dollars ($16.4 billion) in 2006. It has 5.8 million wireless subscribers, 8.64 million phone lines, 1.94 million internet subscribers and 1.82 million satellite television subscribers. Other BCE holdings include interests in CTVglobemedia, one of the biggest Canadian media companies that owns the Globe and Mail newspaper and CTV television.

Rogers Communication’s is the country’s largest wireless mobile provider with over 6.8 million subscribers. Western-based Telus has 5.1 million wireless subscribers.

Leech said they’ll stick with the current management of Bell Canada.

“The business plan that they have in place right now is the one that we will be supporting to begin with,” he said. “We’re not going to go into any changes in strategy because we need to have that discussion with management first and secondly we’re not about to signal anything to our competition.”