Decision
CRTC 98-227
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Ottawa, 22 July 1998
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Vidéotron Communications Ltd. Le Groupe Vidéotron ltée and Vidéotron ltée – 199716966 – 199716974
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Videon Cablesystems Inc., on behalf of a company to be incorporated
– 199716982 – 199800397 – 199800405 – 199800412 – 199800420 – 199800438 – 199800446 – 199800454 – 199800462 – 199800470 – 199800488 – 199800496 – 199800504 – 199800511 – 199800529 – 199800537 – 199800545 – 199800553 – 199800561 – 199800579 – 199800587 – 199800603 – 199800595 – 199800610 – 199800628
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Barrhead; Bowden; Cardston; Claresholm; Didsbury; Drayton Valley; Drumheller; Edmonton (part of); Edson; Fort Macleod; Granum; High River; Innisfail; Jasper; Lacombe; Lloydminster; Okotoks; Olds; Ponoka; Raymond; Stettler; Vegreville; Vermilion; Viking; and Westlock, Alberta
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Transfers of control and acquisition of assets – Approved
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1. Further to Notice of Public Hearing CRTC 1998-2 dated 20 March 1998, the Commission considered a series of inter-related applications by Vidéotron Communications Ltd. (VCL), Le Groupe Vidéotron ltée (GVL) and Vidéotron ltée (VL) (collectively referred to as Vidéotron). Vidéotron requested authority to effect a sequence of inter-corporate transfers involving the cable distribution undertakings serving the communities listed above (the Alberta assets). The applicants structured the series of transactions in four distinct phases.
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2. The Commission also considered an application by Videon Cablesystems Inc., on behalf of a company to be incorporated, (Videon) to acquire the Alberta assets from Vidéotron, following completion of the four-phased series of inter-corporate transfers.
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3. VCL is a wholly-owned subsidiary of VL. For its part, VL is entirely owned directly and indirectly by GVL. Mr. André Chagnon ultimately controls GVL through Sojecci ltée.
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Intercorporate Transfers
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4. In the first phase of the series, GVL will incorporate, under the Alberta Business Corporations Act, a new company (Newco), which will be a wholly-owned subsidiary of GVL. The Commission, in Letter of Authority A98-0019 dated 23 February 1998, approved this application (199716958). While this transaction does involve a change in VCL’s effective control, it does not affect the ultimate control of the company.
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5. In the second phase, Vidéotron will amalgamate Newco and VCL with the resulting entity continuing as Amalco. Since both Newco and VCL are presumed to continue as the new entity, the Commission does not need to issue new licences in the case of this transaction. Accordingly, the Commission did not require Vidéotron to file an application with regard to the proposed amalgamation.
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6. The Commission approves Vidéotron’s application (199716966) related to the third phase of the series. In this phase, Vidéotron will "wind up" Amalco into GVL. As a result, GVL will hold the Alberta assets as an Alberta division of its company. While effective control of the Alberta assets will change, the ultimate control will not have been affected.
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7. The Commission will issue licences to GVL, upon surrender of the current licences, for the Alberta assets.
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8. Upon issuance of these licences, Vidéotron will immediately proceed to the fourth phase of the inter-corporate transfers. The Commission approves the application (199716974) related to phase four. In this phase, Vidéotron will transfer the Alberta assets from GVL to VL.
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9. Upon surrender of the licences issued to GVL, the Commission will issue licences to VL for the Alberta assets. While the effective control of these assets will have changed again, ultimate control will not have been affected.
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10. Upon execution of this transfer, Vidéotron's series of inter-corporate transfers will be completed.
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Acquisition of assets
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11. The Commission approves the applications by Videon for authority to acquire the Alberta assets from Vidéotron, and for broadcasting licences to continue the operation of the undertakings in question.
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12. The Commission will issue licences to Videon, expiring 31 August 2003 (the current expiry date), upon surrender of the current licences. The operation of the undertakings serving part of Edmonton, Edson and Lloydminster will be regulated pursuant to Parts 1, 2 and 5 of the Broadcasting Distribution Regulations (the regulations). The operation of the undertakings serving the remaining communities noted above will be regulated pursuant to Parts 1 and 3 of the regulations. The authority granted herein is subject to essentially the same conditions as those in effect under the current licences, except as otherwise amended as a consequence of the new regulations, as well as to any other condition that may be specified in the appendix to this decision and in the licences to be issued.
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13. This authority will only be effective and the licences will only be issued at such time as the Commission receives documentation establishing that an eligible Canadian corporation has been incorporated in accordance with the application in all material respects and that it may be issued a licence.
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This decision is to be appended to each licence.
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Laura M. Talbot-Allan
Secretary General
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This document is available in alternative format upon request.
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APPENDIX TO DECISION CRTC 98-227
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Conditions of licence and authorizations for the cable distribution undertakings serving Barrhead; Bowden, Cardston, Claresholm, Didsbury, Drayton Valley, Drumheller, Edmonton (part of), Edson, Fort Macleod, Granum, High River, Innisfail, Jasper, Lacombe, Lloydminster, Okotoks, Olds, Ponoka, Raymond, Stettler, Vegreville, Vermilion, Viking and Westlock, Alberta
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All locations
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The licensee may receive any authorized signals over the air, or from any licensed or exempted Canadian broadcasting distribution undertaking authorized to provide signals to other broadcasting distribution undertakings.
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Drumheller
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The licensee is relieved, by condition of licence, of the requirement of section 32(1)(a) of the regulations to distribute the local programming services of CICT-TV-1 and CFCN-TV-1 Drumheller. The licensee proposes to distribute instead CICT-TV and CFCN-TV Calgary.
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Edmonton (part of)
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The licensee is authorized, by condition of licence, to distribute, at its option, as part of the basic service, KSPS-TV (PBS), KHQ-TV (NBC), KAYU-TV (FOX), KXLY-TV (ABC) and KREM-TV (CBS) Spokane. The Commission notes that the licensee intends to receive these signals via satellite.
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The licensee is also authorized to distribute the signal of WWV (shortwave) Boulder, Colorado and the audio signals of The Arts and Entertainment Network (A&E) and of The Nashville Network (TNN) on the audio channels of its undertaking. The Commission notes that the licensee intends to receive WWV over the air and A&E and TNN via satellite.
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The licensee is relieved, by condition of licence, of the requirement of section 22(1)(a) of the regulations that it distribute the local service of CKUA Edmonton. The licensee distributes, instead, CKUA-FM, which simulcasts the signal of CKUA.
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The licensee may, at its option, insert certain promotional material as a substitute for the "local availabilities" (i.e. non-Canadian advertising material) of non-Canadian satellite services. At least 75% of these local availabilities must be made available for use by licensed Canadian programming services for the promotion of their respective services, for the promotion of the community channel and for unpaid Canadian public service announcements. A maximum of 25% of the commercial availabilities may be made available for the promotion of discretionary programming services and packages, customer service information, channel realignments, cable FM service and additional cable FM service and additional cable outlets.
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Consistent with Decision CRTC 95-920 dated 21 December 1995, the licensee is authorized to originate a video games service as a special programming service, offered on a discretionary basis, subject to the conditions listed in that decision.
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Edson
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The licensee is authorized, by condition of licence, to distribute, at its option, KREM-TV (CBS), KAYU-TV (FOX) and KXLY-TV (ABC) Spokane, as well as WDIV (NBC) and WTVS (PBS) Detroit, as part of the basic service. The Commission notes that the licensee intends to receive these signals via satellite.
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Lloydminster
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The licensee is authorized, by condition of licence, to distribute at its option, KREM-TV (CBS), KAYU-TV (FOX) and KXLY-TV (ABC) Spokane, as well as WDIV (NBC) and WTVS (PBS) Detroit, as part of the basic service. The Commission notes that the licensee intends to receive these signals via satellite.
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The licensee is authorized, by condition of licence, to distribute at its option, WDIV (NBC) and WTVS (PBS) Detroit, as part of the basic service. The Commission notes that the licensee intends to receive these signals via satellite.
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The licensee is also authorized to distribute the audio signal of Country Music Television on an audio channel of the undertaking.
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Ponoka
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The licensee is authorized, by condition of licence, to distribute, at its option, as part of the basic service, CFCN-TV-1 Drumheller and CICT-TV Calgary.
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