Court approves BCE and Nortel Networks plan of arrangement
MONTREAL, April 28 /CNW/ - BCE Inc. (TSE/NYSE: BCE) and Nortel Networks
(TSE/NYSE: NT) today announced that they have received the approval of the
Ontario Superior Court of Justice for the Plan of Arrangement through which
BCE will distribute an approximate 35 per cent ownership interest in Nortel
Networks to its shareholders.
The court approval of the plan follows the approval by shareholders of
BCE and Nortel Networks earlier this week. The companies expect that the plan
will become effective on May 1, 2000.
As a result of the distribution, BCE's more than 500,000 shareholders
will retain their BCE shares and receive approximately .785 of a Nortel
Networks common share for each BCE common share held. As part of the plan of
arrangement, Nortel Networks will split its shares on a two-for-one basis
meaning BCE shareholders will actually receive approximately 1.57 shares of
Nortel Networks for every BCE share they hold.
The following are dates of note for trading in BCE shares on the Toronto
Stock Exchange:
May 1 Effective date of Plan of Arrangement
BCE begins trading on ``when issued basis'' ex of Nortel
Networks (TSE: BCE.W); BCE also continues to trade on a
``regular'' basis including the interest in Nortel Networks
(TSE: BCE)
May 2 Last day to trade BCE on a regular basis (including the value
of Nortel Networks) *
May 3 BCE shares begin trading ex-Nortel Networks only (TSE: BCE)
May 5 Record Date
May 8 Settlement of ``when issued'' trades
Beginning of mailing of Nortel Networks share certificates to
BCE shareholders
* The processing of trades on the TSE requires three trading days.
Those shareholders wanting to receive the Nortel Networks distribution would
therefore have to purchase BCE common shares no later than May 2.
U.S. shareholders must consider certain tax implications under U.S. law
that arise from the distribution of the Nortel Networks shares. The receipt
of Nortel Networks common shares by U.S. shareholders of BCE will be a taxable
distribution for U.S. federal income tax purposes, resulting in a taxable
dividend - as of May 1, the expected effective date of the plan of arrangement
- approximately equal to the fair market value of the new Nortel Networks
common shares received. BCE urges its U.S. shareholders to consult their tax
and/or financial advisers for additional information.
BCE is Canada's largest communications company. Through its operations
in communications services, BCE provides residence and business customers in
Canada with wireline and wireless communications products and applications,
satellite communications and direct-to-home television services, systems
integration expertise, electronic commerce solutions, Internet access and
high-speed data services, and directories. Abroad, through Bell Canada
International's investee companies, BCE provides communications services to
nearly 6 million customers in Asia and Latin America. BCE also has an
extensive international presence through Teleglobe, an international
telecommunications carrier. BCE shares are listed in Canada, the United
States and Europe.
NOTE:
Certain statements made in this press release, which describe BCE's
intentions, expectations or predictions, are forward-looking and are subject
to important risks and uncertainties. The results or events predicted in
these statements may differ materially from actual results or events. Factors
which could cause results or events to differ from current expectations
include, among other things: the risk that the plan of arrangement will not
become effective on May 1, 2000 due to the non-approval or delayed approval of
such plan of arrangement by the relevant courts or regulatory authorities or
by any other interested party. For additional information with respect to
this factor and other factors, see the Notice of Application and Joint
Arrangement Circular of BCE and Nortel Networks filed by BCE under Form 6-K
with the United States Securities and Exchange Commission. BCE disclaims any
intention or obligation to update or revise any forward-looking statements,
whether as a result of new information, future events or otherwise.
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For further information: Don Doucette, Corporate Communications,
(514) 786-3924, www.bce.ca; Maarika Paul, Investor Relations, (514) 870-2488
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