Bell’s Proposed Acquisition of Astral
March 4, 2013
The Proposed Transaction:
- On March 16, 2012, Bell and Astral announced an agreement whereby Bell would acquire all of the issued and outstanding shares of Astral for approximately $3.38 billion. The proposed transaction would significantly increase Bell's media content, including its television programming, as well as its presence in radio.
- Astral operates 25 television services, 84 radio stations, more than 100 websites and digital media properties, and 9,500 out-of-home advertising signage locations in Québec, Ontario and British Columbia.
- Bell operates 28 conventional TV stations, 30 specialty channels and 33 radio stations. It broadcasts media content to Canadian customers across multiple platforms, including television, the Internet and mobile phones.
- Bell and Astral own highly valued television programming in Canada. Rival distributors depend on this content to offer competitive services to their customers and Canadian consumers expect to have access to more innovative products and services, not fewer.
- Some market participants expressed concerns related to the effect that increased concentration and vertical integration in the broadcasting industry is said to be having on consumers and other television programming providers.
- The proposed transaction is still subject to approval by the Canadian Radio-television and Telecommunications Commission (CRTC). While the Bureau reviews proposed transactions under the Merger provisions of the Competition Act, the CRTC reviews matters under the Broadcasting Act.
- The Bureau's review focussed on whether the proposed transaction would provide Bell with enhanced market power in negotiating the terms of its programming services with distributors.
- The Bureau determined that Bell's acquisition of Astral's pay and specialty television channels would have led to increased prices and reduced choice and innovation in the television distribution industry.
- For further details about the Bureau's analysis, please see the backgrounder.
- To address the Commissioner's concerns with respect to its acquisition of Astral, Bell has agreed to divest a significant portion of the English and French language programming services that it would have acquired from Astral and has also agreed to behavioural restrictions to complement these divestitures.
- Under the terms of the Consent Agreement filed with the Competition Tribunal today, Bell must divest itself of Astral's ownership interests in the following television channels: MusiquePlus, Disney Junior (English and French), The Family Channel, Disney XD, Historia, Musimax, Séries+, Teletoon/Télétoon, Teletoon Retro/Télétoon Rétro and the Cartoon Network.
- Additionally, the Consent Agreement includes behavioural restrictions on Bell, including a prohibition on imposing restrictive bundling requirements on any provider seeking to carry The Movie Network or Super Écran.
- Bell has also indicated that it will divest itself of a number of radio stations to comply with the Canadian Radio-television Telecommunications Commission's (CRTC) Common Ownership Policy. The Bureau is satisfied that these proposed divestitures are sufficient to ensure the transaction will not result in a substantial lessening or prevention of competition in any radio market.
- The Bureau today issued a No Action Letter (NAL) indicating that as a result of the Consent Agreement, the Bureau does not intend to challenge the transaction before the Competition Tribunal.
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