CRTC approves Bell's proposed $3.4-billion takeover of Astral Media

GATINEAU, Que. – Bell (TSX:BCE) has won regulatory approval for its second bid to buy Astral Media (TSX:ACM.A) and its coveted suite of TV speciality channels and radio stations in a deal worth $3.4 billion.

The Canadian Radio-television and Telecommunications Commission announced its decision Thursday after markets closed.

The CRTC rejected Bell’s initial bid for Astral last fall, saying it wasn’t in the best interests of Canadians.

But the regulator said the revised bid — in which Bell agreed to sell some of Astral’s specialty TV channels and radio stations — satisfied its concerns that the company would be too dominant in the market.

“The commission concludes that the transaction as modified in this decision is in the public interest and advances the objectives set out for the Canadian broadcasting system in the (Broadcasting) Act,” the CRTC said in its decision.

Bell’s parent company, BCE Inc., has said it wants to buy Astral to put its content across traditional TV, computers, smartphones and tablets. Astral’s English pay TV service, The Movie Network, and French-language pay TV service Super Ecran would be key providers of shows and movies.

Bell is trying to compete with the online streaming service Netflix — which has more than one million Canadian customers who pay for its offering of television shows and movies — and YouTube, which launched its pay channels last month.

However, Bell’s competitors — notably Rogers Communications (TSX:RCI.B), Quebecor (TSX:QBR.B), Telus (TSX:T), Cogeco Cable (TSX:CCA) and Eastlink — voiced their concerns during CRTC hearings earlier this year about getting deals for content on digital platforms if the Bell-Astral deal went ahead.

Rogers also asked the CRTC to force Bell to sell The Movie Network as a condition of approving the revised deal, saying it would take a look at buying the pay TV service itself. But Bell threatened to drop its offer if forced to sell The Movie Network because that would cripple the strategy behind the bid.

As a condition of the CRTC’s approval of the deal, Bell must sell a number of Astral’s English and French specialty TV channels, including the Cartoon Network, Disney DX and Teletoon, along with some of its English-language radio stations.

Bell must also keep a number of English-language TV stations in operation for at least four more years.

When the deal is finalized, Bell’s share of the English-language market will grow to 35.8 per cent, while its share of the French-language market will be 22.6 per cent.

Bell must adhere to the CRTC’s code of conduct for commercial arrangements that limit anti-competitive behaviour and treat independent programmers and distributors fairly, the CRTC said.

Bell must also give its competitors “reasonable access” to advertising opportunities on its radio stations.

The CRTC is also requiring Bell to spend $246.9 million on “tangible benefits” over the next seven years — $72 million more than the company proposed.

Some of those tangible benefits include paying for initiatives in the radio and television sectors that are meant to create more Canadian programming, and spending on Canadian films and festivals to promote them.