Rivals ready to pounce as BCE reveals details of new Astral deal

The Globe and Mail

The head offices of Astral Media Inc., located in downtown Montreal. (Christinne Muschi For The Globe and Mail)

Get ready for Round 2.

Months after announcing a new deal to buy Astral Media Inc. for $3-billion, the details of BCE Inc.’s bid will be made public for the first time this week. They are likely to cause a major stir in the Canadian media sector, considering the company’s rivals launched an all-out offensive to scuttle BCE’s first attempt last summer and fall.

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The first attempted deal was rejected by the Canadian Radio-television and Telecommunications Commission over concerns about media consolidation – but executives at both Bell Media and Astral have appeared confident in the last week that the new deal will assuage competition concerns and clear any regulatory hurdles.

Here are some things to look for when the deal’s details are revealed.

The new math

The first time the deal was in front of regulators, there was a lot of confusion about how to calculate market share. Bell and Astral believed that to understand how much market it controlled, jointly-owned channels (such as HBO Canada, which Astral shares with Shaw) shouldn’t count in the calculation and that non-Canadian channels rebroadcast in Canada should. (Foreign channels such as CNN represent about 13 per cent of TV viewing.)

Using that math, the deal fell just shy of the CRTC’s rule that says it would “carefully examine transactions that would result in the control by one person of between 35 per cent and 45 per cent of the total television audience share, but would not approve applications that would result in one person’s control of more than 45 per cent of that share.”

The CRTC made it clear after it rejected the deal that jointly owned channels do count, and foreign channels do not.

“Astral has long advocated for increased predictability and consistency from the regulator, and the rules are clear now so we can move forward with renewed enthusiasm,” Astral chief executive officer Ian Greenberg said last week at his company’s annual general meeting.

What’s for sale

That means it’s likely the companies will sell some of its radio and television properties to reduce the market share the merged company would command.

Astral owns 84 radio stations across Canada and 25 specialty television services such as Teletoon and Disney Junior along with stakes in HBO Canada and The Movie Network. Bell Media owns CTV, Canada’s largest network, as well as 30 specialty channels and 33 radio stations.

The only thing certain is that Astral’s French radio and television properties will remain in Bell’s hands and run out of Montreal. When the first version of the deal was in front of regulators, Bell said it would have to sell 10 radio stations – nine FM and one AM in Toronto, Vancouver, Calgary, Ottawa and Winnipeg – to win approval from the regulator.

What’s in it for everyone else

A percentage of every deal in the Canadian broadcast sector is subject to a tangible benefits payment – money that the companies must earmark to fund Canadian programming. That can take many forms, but often includes a promise to produce a certain type of content.

Bell made several programming commitments in its first attempt at a deal, but it also raised eyebrows by dedicating some of its $200-million to things that aren’t strictly related to broadcasting. Most notably, it wanted to spend $40-million to upgrade telecommunications infrastructure in Canada’s north and $3.5-million to fund a mental health initiative.

The companies may stick with the same package – or decide that after the rough ride their opponents gave them last time there may be other ways to spend the money that are less likely to draw unwanted attention.

How its rivals react

Once the details are released, there will be a public consultation period followed by a public hearing. This is where the company’s rivals – such as Cogeco Inc., Telus Corp. and Quebecor Inc. – focused their efforts last time with a large public relations campaign built around the idea that Bell would be too large and could abuse its size to jack up prices and steal subscribers from its companies.

Bell Media countered that it needed to bulk up to defend itself from out-of-country rivals such as Netflix, and that it could best do that by bulking up on content so that it could better control its costs.

Its rivals have been silent since the new deal was announced, but could be stoked into action again if they feel the new terms threaten their own interests.

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