Astral Media Committed To Bell's $3.4 Billion Takeover Deal

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ASTRAL
An Astral Media Radio SUV parked on Mcgill in Montreal,Quebec. (The Canadian Press Images/Lee Brown) | CP

MONTREAL - Astral Media still wants to be bought by telecom giant Bell and is looking for ways to have the acquisition go ahead, CEO Ian Greenberg said Wednesday.

"We are still committed to see if there's a way to complete this transaction," Greenberg told financial analysts.

"Until we get more colour going forward, that is our focus," he said after Astral announced a 14 per cent increase in its fourth-quarter adjusted profit of $54.3 million.

Greenberg noted that Bell has extended the deadline for its $3.4-billion takeover offer for Astral to Dec. 16, and either party can extend it another month.

He added that Astral (TSX:ACM.A) is "assessing all of our alternatives" without elaborating.

BCE, which owns the CTV television network, sees Astral as a way to increase digital content for personal computers and tablets, mobile devices like smartphones as well as traditional TV screens.

The deal had been expected to close this fall, but the CRTC rejected the takeover, saying it wasn't in the best interests of Canadians.

Bell (TSX:BCE) has asked the federal cabinet to get involved. But Ottawa has suggested there's little appetite to ask the Canadian Radio-television and Telecommunications Commission to revisit its decision.

The CRTC said if it had allowed the deal, BCE would have controlled almost 45 per cent of the English TV viewership and almost 35 per cent of the French market.

Bell disagreed, saying it would have been under the 35 per cent limit in both the English TV market.

The discrepancy arises because Bell includes U.S. competitors in the calculations, while the CRTC did not.

Greenberg said Astral is developing an on-demand service with HBO and The Movie Network content, but the Bell-Astral merger would allow a real competitor to online movie and TV provider Netflix.

Bell has said if the deal goes ahead, it will launch such a competitor to Netflix.

In anticipation of the friendly takeover, Astral suspended its quarterly dividend last spring.

"If for any reason it doesn't happen, obviously, we would relook at our dividend policy," Greenberg said.

In its financial results, Astral's adjusted net earnings for the quarter, excluding its costs related to the Bell-Astral transaction and tax rate changes, rose to $54.3 million — up 14 per cent from $47 million a year earlier.

Net earnings including the transaction and tax-related items also rose but at a more subdued rate, increasing five per cent to $31.36 million from $29.78 million in the fourth quarter of 2011.

Its earnings per share increased to 96 cents from 85 cents per share on an adjusted basis and to 55 cents per share from 53 cents per share on a net earnings basis.

Revenue grew by two per cent to $251.8 million from $247.6 million.

Astral said it had $6.5 million in costs related to the transaction and will receive a $150-million break fee from BCE (TSX:BCE) if the transaction doesn't go ahead for regulatory reasons.

Revenues from its 25 specialty TV channels, including The Movie Network, Family and Disney Junior channels, were $140.4 million for the quarter, up one per cent from $139.6 million in the same quarter in 2011.

With its 84 radio stations, that division had revenues of $84.1 million in the quarter, up two per cent or $82.1 million in the same quarter last year.

Astral's out-of-home division with its billboards and digital advertising had revenues of $27.2 million, up six per cent from $25.7 million year-over-year.

Subscribers to its pay TV services including The Movie Network were 1.83 million as of Aug. 31, down one per cent or 1.85 million in the same period in 2011.

For fiscal 2012, Astral had a slightly higher revenue of $1.021 billion versus revenue of $1.01 billion in fiscal 2011.

Earnings per share for fiscal 2012 were $3.64 cents compared with $3.30 for fiscal 2011.

Greenberg said he expects fiscal 2013 to deliver more strong results for Astral.

"We now turn to fiscal 2013 more committed than ever to display the same level of financial discipline that made our past successes."

Astral didn't provide specific guidance on its revenue or earnings per share targets for 2013.

Besides being Canada's largest pay and specialty TV broadcaster, Astral is also the country's largest radio company with 84 stations in 50 Canadian markets and its third-largest outdoor advertising company.

Astral's pay TV services include The Movie Network and French-language Super Ecran and it has lengthy deals with U.S. cable channels HBO and Showtime for exclusive programming.

Shares in Astral closed down 95 cents, or 2.8 per cent, at $40.88 on the Toronto Stock Exchange.

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