BCE files management proxy circular for special shareholder meeting

Board unanimously recommends offer from Teachers’, Providence and Madison Dearborn to shareholders

BCE today announced the Company
filed its management proxy circular with the Canadian and U.S. securities
commissions in preparation for the special shareholder meeting to be held on
September 21, 2007, in Montréal. The circular is available at www.bce.ca, as
well as on SEDAR at www.sedar.com and on EDGAR at www.sec.gov.
The proxy circular contains a unanimous recommendation from BCE’s Board
of Directors to accept the proposed acquisition by a consortium led by
Teachers’ Private Capital (the private investment arm of the Ontario Teachers’
Pension Plan), Providence Equity Partners and Madison Dearborn.
On June 30, 2007, BCE entered into a definitive agreement to be acquired
by the consortium in a transaction valued at $51.7 billion. The investor group
is offering $42.75 per common share, representing a 40% premium over the
average closing price of BCE common shares for the three-month period ending
on March 28, 2007, the last trading day before there was public speculation
about a possible transaction involving BCE.
Common and Preferred shareholders registered at the close of business on
August 10, 2007, will be entitled to receive notice of, and vote at, the
meeting. The proxy circular, which shareholders are expected to receive in the
coming days, provides important information on the offer, including voting
procedures.
The transaction is expected to close in the first quarter of 2008 and is
subject to a number of conditions, including the acceptance by holders of no
less than 66 2/3% of the votes cast by BCE’s common and preferred shares, in
person at the meeting or represented by proxy, voting as a single class.