ARCHIVED -  Letter

This page has been archived on the Web

Information identified as archived on the Web is for reference, research or recordkeeping purposes. Archived Decisions, Notices and Orders (DNOs) remain in effect except to the extent they are amended or reversed by the Commission, a court, or the government. The text of archived information has not been altered or updated after the date of archiving. Changes to DNOs are published as “dashes” to the original DNO number. Web pages that are archived on the Web are not subject to the Government of Canada Web Standards. As per the Communications Policy of the Government of Canada, you can request alternate formats by contacting us.

FAX: 514-939-1515

Ottawa, 27 June 2013

Ms. Nathalie Dorval
Vice-President, Regulatory Affairs and Copyright
Astral Media inc.
1800, McGill College Avenue, Suite 2700
Montréal, Quebec
H3A 3J6

Re: Astral Media inc.  - Transfer of shares - Corporate reorganization - Application No. 2013-0799-2 – Approved

Dear Ms. Dorval:

The Commission has examined the above-mentioned application for authority to effect a corporate reorganization pursuant to section 11(4) of the Radio Regulations, 1986, section 14(4) of the Television Broadcasting Regulations, 1987, section 6(4) of the Pay Television Regulations, 1990, and section 10(4) of the Specialty Services Regulations, 1990.

Astral Media inc. (Astral) is Canada’s largest radio broadcaster, with 84 stations in eight provinces. It is also a major provider of premium content and specialty television in Canada, with significant ownership interests in 20 popular English- and French-language discretionary services. Astral also operates two conventional English-language television stations, both of which are affiliates of the Canadian Broadcasting Corporation.
The proposed transaction is contingent on approval of the application by Astral Media Inc. (Astral) for authority to change its effective control, and control of its licensed broadcasting subsidiaries, to BCE Inc. (BCE) (application number 2013-0244-7). The Commission understands that pursuant to the terms of the Arrangement Agreement, Astral’s shareholders have the option to transfer their Astral shares to a newly incorporated corporation (Holdco) in exchange for shares of Holdco, whose shares would be sold to BCE for the same consideration as would otherwise be received on the direct sale of Astral shares (the Holdcos Alternative).

The proposed transaction which would give effect to one of the Holdcos Alternative as contemplated in the Arrangement Agreement is being carried out for tax planning purposes and will be effected through the transfer of the all shares currently owned by Abgreen Holdings Ltd. (Abgreen) in Astral to Holdco .

Upon closing of the transaction, Holdco will own and control 63.67% of the voting interest in Astral for a period of time prior to the closing of the transaction to acquire effective control of Astral.
The Commission notes that this corporate reorganization will not affect the effective control of Astral which will continue to be exercised by the Greenberg Family.

The Commission approves the above application for a corporate reorganization resulting in a change in the ownership of Astral Media inc. as submitted.

The Commission directs the applicant to file, within 30 days of this decision, an executed copy of each of the following documents:

The Commission’s files will be updated and will reflect the information stipulated in this letter of approval.

All letters of approval issued by the Commission are made available upon request for public examination at the Commission's central and regional offices. The Commission also requires you to append this letter to your licences.


Original singed by/


John Traversy
Secretary General


Date modified: