MONTREAL - BCE Inc. expects that its new proposal to buy Astral Media will address the federal regulator's concern about the telecom giant dominating the television market.

Bell's chief regulatory officer Mirko Bibic wouldn't comment Monday on the possible sale of any radio or TV assets owned by Montreal's Astral to make the deal work. But Bibic said the new $3.38-billion proposal to buy Astral (TSX:ACM.A) will address the CRTC's concern about market dominance.

"The proposal that we filed today will address the issue of viewing shares from the CRTC's perspective," Bibic said from Ottawa.

"It's putting a package together that addresses the mechanical, numerical threshold the way the CRTC calculates it."

However, the companies said they cannot give specifics about the new application until the CRTC makes it public, which it is expected to do in early 2013.

Astral has 25 specialty TV services, including The Movie Network, Family Channel and Disney XD, and 84 radio stations.

Bell, owner of the CTV TV network, has said it wants to put Astral's content on smartphones, tablets, computers and traditional TVs, and to compete with foreign online competitors such as Netflix.

The CRTC killed the deal last month, saying it wasn't in the best interests of Canadians and would have resulted in an unprecedented level of concentration in the Canadian marketplace.

The CRTC said if the multibillion-dollar deal had gone ahead, Bell would have controlled almost 45 per cent of the English TV viewership and almost 35 per cent of the French-language market.

But Bell (TSX:BCE) disagreed. It argued that the combined companies would have an English-language TV market share of 33.5 per cent and the combined companies would have a 24.4 per cent stake in the French-language TV market, both within the rules.

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

"The reason we filed again is we're confident we've addressed the concerns of the CRTC as we understand them," Bibic said, though he didn't say whether either company would divest assets.

If Astral has to sell some of its broadcast assets to make the deal work, other media and telecom companies are expected to come forward.

Rogers Communications Inc. (TSX:RCI.) could be one of them. Toronto-based Rogers had told the CRTC, when it was weighing the original proposal, that Astral should have to divest its English-language TV assets for the deal to go ahead.

"It's premature to speculate, no details have been released," Rogers spokeswoman Patricia Trott said Monday.

"Like others in the industry, we are watching with interest."

Corus Entertainment (TSX:CJR.B) has also been named as possible buyer for some of the Astral assets. Corus couldn't be reached for comment on Monday.

Bell said its new proposal to buy Astral will also put an emphasis on what Canadian viewers and listeners want on all platforms.

"It's about putting Canadian content front and centre; Canadian artists, musical or otherwise, front and centre," Bibic said.

A multiplatform service with content from Bell and Astral to compete with Netflix will go ahead under the new proposal, Bibic said.

But a French-language all-news channel and expansion of broadband services in northern Canada will no longer be part of the $241 million in "tangible benefits" that BCE would pay if the deal goes ahead, Bibic said.

He wouldn't say if Bell has increased the amount of benefits it would pay, adding at "least 85 per cent of whatever the number is will be directed to onscreen content."

Technology and media analyst Carmi Levy said there will have to be a sale of some of Astral's specialty TV assets.

"There's nothing else it can possibly do to bypass the original objection to the deal," said Levy, an independent analyst based in London, Ont.

But if Bell and Astral have "simply put lipstick on a pig," the deal won't go anywhere, he said.

"The changes will have to be significant and substantive in order to prevent the same kind of mass opposition that they had during the last round of public input."

The deadline for the new proposal is June 1 and Bibic said he expects new hearings before the Canadian Radio-television and Telecommunications Commission.

The companies said in their joint announcement the revised deal is worth $3.38 billion, subject to approval by the CRTC and the Competition Bureau — the same value as the original deal.

Bell has also asked for a CRTC exception to allow the Montreal station TSN Radio 690 (CKGM) to continue to operate as an English-language sport talk radio channel.

Bell had to counter much public opposition to the last deal before the CRTC hearings, including the chief executives of Cogeco (TSX:CGO) Quebecor Inc. (TSX.QBR.B) and Internet, TV and phone services provider Eastlink publicly lining up against the deal.

This time, Bell has launched a website, canadiansdeservemore.ca, to explain the deal.

Shares in Astral closed up $1.38, or 3.1 per cent, at $45.78, while shares in BCE gained two cents to close at $42.01 on the Toronto Stock Exchange.

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  • Canada's 7 Media Giants

  • Postmedia - $1.1 Billion

    Postmedia was born in 2010, when the bankrupt Canwest media chain was broken up. A consortium led by then-National Post CEO Paul Godfrey bought Canwest's newspaper assets, including the National Post, Ottawa Citizen and Calgary Herald, as well as both English-language dailies in Vancouver.<br> <br> Pictured: Postmedia CEO Paul Godfrey<br> <br> <em>*Number denotes latest available revenue figure, for parent company</em>

  • Torstar - $1.48 Billion

    Torstar's flagship property is the Toronto Star, Canada's largest newspaper. It also owns the Metroland chain of weeklies and the internationally popular Harlequin, publisher of pulp romances.<br> <br> Pictured: The Toronto Star building in downtown Toronto.<br> <br> <em>*Number denotes latest available revenue figure, for parent company</em>

  • Shaw - $4.74 Billion

    Western Canadian cable TV giant Shaw entered the media big leagues with the 2010 purchase of Canwest's broadcasting assets, including the Global TV network. The company was founded by Jim Shaw and is still controlled by his family.<br> <br> Pictured: CEO Brad Shaw<br> <br> <em>*Number denotes latest available revenue figure, for parent company</em><br> <br> <em>CORRECTION: An earlier version of this slide stated that Shaw had purchased Canwest's newspaper assets. It only purchased the broadcasting assets. The company had backed out of an earlier attempt to buy three CTV stations.</em>

  • Quebecor - $9.8 Billion

    Founded by Pierre Peladeau and run by his son, Pierre-Karl Peladeau, Quebecor owns the Sun Media and Osprey newspaper chains, as well as cable provider Videotron, Quebec TV network TVA, and a number of publishing houses.<br> <br> Pictured: Pierre-Karl Peladeau<br> <br> <em>*Number denotes latest available revenue figure, for parent company</em>

  • Rogers - $12.1 Billion

    Founded by Ted Rogers, Rogers Communications is a major player in cable TV and wireless services. The company controls Rogers Media, which operates 70 publications, 54 radio stations and a number of TV properties including CityTV and the Shopping Channel.<br> <br> Pictured: CEO Nadir Mohamed<br> <br> <em>*Number denotes latest available revenue figure, for parent company</em>

  • Woodbridge (Thomson Reuters) - $13.8B

    Woodbridge is the holding company owned by the billionaire Thomson family. It controls 55 per cent of Thomson Reuters, one of the world's largest news services organizations. Woodbridge's revenue is not reported, but Thomson Reuters reported revenue of $13.8 billion in 2011.<br> <br> Pictured: The late Kenneth Thomson, company chairman, in Toronto in 2003.<br> <br> <em>*Number denotes latest available revenue figure, for parent company</em>

  • Bell Canada (BCE) - $18.1 Billion

    BCE is one of Canada's largest corporations, and owns telephone, Internet and TV infrastructure. Its subsidary Bell Media purchased the CHUM group of radio stations in 2006, and Astral Media in 2012. The company also controls CTV, making it a dominant media player in Canada.<br> <br> <em>*Number denotes latest available revenue figure, for parent company</em>


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  • 8. Russia - 0%

    Percentage represents value of TV distribution market (cable companies, satellite dish companies) controlled by companies that also create TV content (broadcasters, production companies). Source: <a href="http://www.analysisgroup.com/" target="_hplink">Analysis Group, Inc.</a>

  • 7. Germany - 7.1%

    Percentage represents value of TV distribution market (cable companies, satellite dish companies) controlled by companies that also create TV content (broadcasters, production companies). Source: <a href="http://www.analysisgroup.com/" target="_hplink">Analysis Group, Inc.</a>

  • 6. United States - 23.1%

    Percentage represents value of TV distribution market (cable companies, satellite dish companies) controlled by companies that also create TV content (broadcasters, production companies). Source: <a href="http://www.analysisgroup.com/" target="_hplink">Analysis Group, Inc.</a>

  • 5. France - 27%

    Percentage represents value of TV distribution market (cable companies, satellite dish companies) controlled by companies that also create TV content (broadcasters, production companies). Source: <a href="http://www.analysisgroup.com/" target="_hplink">Analysis Group, Inc.</a>

  • 4. United Kingdom - 31%

    Percentage represents value of TV distribution market (cable companies, satellite dish companies) controlled by companies that also create TV content (broadcasters, production companies). Source: <a href="http://www.analysisgroup.com/" target="_hplink">Analysis Group, Inc.</a>

  • 3. Italy - 33%

    Percentage represents value of TV distribution market (cable companies, satellite dish companies) controlled by companies that also create TV content (broadcasters, production companies). Source: <a href="http://www.analysisgroup.com/" target="_hplink">Analysis Group, Inc.</a>

  • 2. Japan - 37.5%

    Percentage represents value of TV distribution market (cable companies, satellite dish companies) controlled by companies that also create TV content (broadcasters, production companies). Source: <a href="http://www.analysisgroup.com/" target="_hplink">Analysis Group, Inc.</a>

  • 1. Canada - 81.4%

    Percentage represents value of TV distribution market (cable companies, satellite dish companies) controlled by companies that also create TV content (broadcasters, production companies). Source: <a href="http://www.analysisgroup.com/" target="_hplink">Analysis Group, Inc.</a>