Acquisition of AlarmForce
On November 6, 2017, BCE announced that it would acquire AlarmForce Industries Inc., a Canadian leader in home security and monitoring services, in a transaction valued at approximately $166 million.
On January 5, 2018, BCE announced the completion of its acquisition of AlarmForce.
AlarmForce common shares are expected to be delisted from the Toronto Stock Exchange (TSX) effective as of the close of business on January 8, 2018.
Information for AlarmForce shareholders
The AlarmForce acquisition was completed through a plan of arrangement under which shareholders were entitled to elect and receive, for each AlarmForce common share held, either:
- $16.00 in cash (the cash consideration); or
- approximately 0.2597 of a BCE common share, plus $0.01 in cash (the share consideration).
The share consideration was based on BCE’s 20-day volume weighted price of $61.60 ending December 27, 2017 (5 business days prior to the effective date of the transaction).
Any AlarmForce shareholder who did not properly make an election by 5 pm eastern time on January 2, 2018 was deemed to have elected to receive, for each AlarmForce common share, the cash consideration.
BCE acquired all approximately 11.4 million common shares of AlarmForce for a total aggregate consideration of approximately $182 million paid in a combination of cash and BCE common shares. BCE directly or indirectly funded the approximate $181 million cash component with available liquidity and issued 22,531 BCE common shares to fund the equity component.
The table below indicates the entitlement to be received by AlarmForce shareholders for each AlarmForce common share:
|Election||Entitlement to be received|
|Cash consideration||$16.00 in cash|
|Share consideration||0.2597 of a BCE common share plus $0.01 in cash
No fractional shares will be issued
BCE will pay out fractional shares in cash
|No valid election||$16.00 in cash|
IMPORTANT: the right to tender your AlarmForce shares will expire on January 4, 2024.
Certain AlarmForce shareholders who have elected to receive share consideration may be entitled to obtain a full or partial tax deferral subject to making a joint tax election with BCE. The tax instruction letter provides instructions on how to complete the tax election.
Tax Instruction Letter and Questionnaire for Former AlarmForce Shareholders
The Tax Instruction Letter describes the process for you to submit the information required to produce the Joint Tax Election allowing you to defer all or a portion of the tax arising from the disposition of your AlarmForce common shares pursuant to the plan of arrangement.
If you are a Canadian resident and wish to make a tax election for income tax purposes in respect of your AlarmForce shares disposed of pursuant to the plan of arrangement, you must complete a short questionnaire within 90 days after the disposition of your AlarmForce common shares. Accordingly, the Joint Tax Election Information submission deadline is April 5, 2018. Within 30 days of receipt of your completed questionnaire, a tax election form signed by BCE containing your information will be provided to you.
The questionnaire is a web-based tool for inputting and submitting the Joint Tax Election information to BCE. Former AlarmForce shareholders can complete the questionnaire by accessing it through a secure website established by BCE to assist shareholders with the joint tax election process. The completed questionnaire may be submitted online. Please visit the joint tax election website.
Receipt of the cash or share consideration and copies of related documents:
Any questions regarding the receipt of the cash or share consideration, including requests for another copy of the letter of transmittal and election form, should be directed to AST Trust Company (Canada), the depository under the plan of arrangement:
AST Trust Company (Canada)
Toll free in North America: 1-800-387-0825
Outside North America, banks and brokers (call collect): 416-682-3860
Joint tax election:
For further assistance in making the joint tax election, including information on how to complete the questionnaire, please contact the Technical Assistance Hotline at:
416-777-8983 or toll-free, at 1-833-467-5373
- Press release: BCE announces agreement to acquire AlarmForce Industries (November 6, 2017)
- Press release: AlarmForce to be acquired by BCE (November 6, 2017)
- Press release : AlarmForce agreement (November 14, 2017)
- Press release : AlarmForce Shareholder approval (December 18, 2017)
- Press release: BCE acquisition of AlarmForce set to close January 5, 2018 with today's receipt of court approval (December 21, 2017)
- Press release : Bell completes acquisition of AlarmForce to enhance its Connected Home strategy (January 5, 2018)
- Press release: BCE completes acquisition of AlarmForce (January 5, 2018)
- Tax Instruction Letter (January 5, 2018)
- AlarmForce information circular, special meeting (January 8, 2018)