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Ottawa, 27 June 2013
Ms. Nathalie Dorval
Vice-President, Regulatory Affairs and Copyright
Astral Media inc.
1800, McGill College Avenue, Suite 2700
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:
- Holdco Transfer Agreement.
- All constituting documents (for example, Certificate and articles of Incorporation, bylaws, etc.) which will reflect the requirements outlined in the Direction to the CRTC (Ineligibility of Non-Canadians).
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.
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