Astral Media Inc. (Astral) and BCE Inc. (Bell) today announced they have replied to interventions filed with the Canadian Radio-television and Telecommunications Commission (CRTC), part of the CRTC’s process to review the proposed transaction to unite Astral and Bell Media.

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Astral Media Inc. (TSX: ACM.A ACM.B)  reported Thursday its financial results for the second quarter ended February 28, 2013, which saw continued growth in net earnings, EPS, EBITDA2, revenues and cash flow from operations2.

In the second quarter, consolidated net earnings1 totalled $41.2 million, an 8% increase over the $38.2 million recorded last year for the same period, while diluted earnings per share1 rose 6% to $0.73 from $0.69 last year. EBITDA2 grew 5% to $69.4 million from $66.0 million for the same period last year, while consolidated revenues reached $237.1 million, a 2% growth over the $233.5 million recorded last year. Cash flow from operations2 rose 9% to $54.7 million for the second quarter compared to $50.2 million for the corresponding period last year.

For the first half of the year, consolidated net earnings1 grew 7% to $100.8 million from $94.0 million for the same period last year, while diluted earnings per share1 increased by 6% to $1.78 from $1.68 last year. EBITDA2 totalled $163.1 million, a 4% increase over the $156.4 million recorded last year for the same period, while consolidated revenues rose 1% to $511.6 million compared to $504.6 million for the corresponding period last year. Cash flow from operations2 rose 4% to $123.9 million for the first half of the year compared to $119.2 million for the corresponding period last year.

“I am very pleased by the Company’s performance in the second quarter of Fiscal 2013, which is Astral’s 66th consecutive quarter of profitable growth,” said Ian Greenberg, Astral’s President and Chief Executive Officer. “Our diversified portfolio, innovative multiplatform offering and financial discipline enabled us to thrive in a still challenging market environment.”

BELL-ASTRAL TRANSACTION3
On March 16, 2012, the Company announced that it entered into a definitive agreement with Bell for the sale of its business through the acquisition of all of its issued and outstanding shares. Following the October 18, 2012 decision of the CRTC to deny Bell’s application to acquire the control of the Company, the Company and Bell announced on November 19, 2012 that they have amended the arrangement agreement signed on March 16, 2012 and submitted a new proposal to the CRTC for approval of Bell’s acquisition of the Company. The outside date for the closing of the transaction is June 1, 2013, with each of the Company and Bell having a further right to postpone it to July 31, 2013. The consideration payable to the Company’s shareholders remains unchanged under the amended arrangement agreement.

On March 4, 2013, the Company and Bell announced that the Canadian Competition Bureau has issued a “no action letter” in connection with the acquisition of the Company by Bell. The issuance of the no action letter constitutes one of the two required regulatory approvals contemplated in the Arrangement Agreement.

The Bell-Astral Transaction remains subject to closing conditions, including the approval of the CRTC. The CRTC approval is the only remaining regulatory approval required in connection with the Bell-Astral Transaction. The CRTC announced on March 6, 2013 that a public hearing will be held in Montreal, commencing on May 6, 2013, to consider the new proposal for the approval of the acquisition of the Company by Bell. There can be no assurance that the Bell-Astral Transaction will occur, or that it will occur on the terms and conditions currently contemplated.

FINANCIAL AND OPERATIONAL HIGHLIGHTS

Television
• 2% revenue growth for the quarter (2% growth for the six-month period);
• EBITDA2 growth of 6% for the quarter (5% for the six-month period);
• Launch, on February 27, of The Movie Network GO including HBO GO, a new video streaming service giving subscribers access to The Movie Network, HBO Canada and TMN Encore from their iPhone, iPad, iPod touch, Mac or PC at no extra charge. The service is currently available to Bell TV, Cogeco and Rogers Cable subscribers.
• Subsequent to end of quarter, TELETOON Retro reached the nine million subscribers mark, a record for subscriber penetration of any all-digital Canadian specialty channel.

Radio
• Revenue decline of 1% for the quarter, a performance in line with that of the industry (consistent year-over-year performance for the six-month period, outperforming the industry);
• On February 5, launch of Astral Radio’s new Built for BlackBerry® application.

Out-of-Home
• Revenue growth of 10% for the quarter (5% growth for the six-month period);
• EBITDA2 growth of 9% for the quarter (3% growth for the six-month period);
• On December 19, rollout of a new landmark in the domestic jetty at Montréal-Trudeau international airport;
• In February, addition of 6 new Digital faces on Toronto’s Gardiner Expressway, bringing Astral’s popular national Digital Network to 51 faces.

Corporate
• During the quarter, the Company repaid $22.0 million of its long-term debt for a total of $29.0 million since the beginning of the fiscal year and reduced its available credit facility by $240.0 million.
• On February 1, Astral paid a cash dividend of $28.1 million to shareholders of record at the close of business on January 15, 2013.

The unaudited interim condensed consolidated financial statements with related notes and Management’s Discussion and Analysis are available on the Company’s website: astral.com.

1. Excluding Bell-Astral transaction costs in Fiscal 2013 and acquisition and other costs in Fiscal 2012. See “Additional IFRS and Non-IFRS Measures” in Appendix 1.
2. For more details, see “Additional IFRS and Non-IFRS Measures” in Appendix 1.
3. For more details, see the “Bell-Astral Transaction” section in the Management’s Discussion and Analysis for the periods ended February 28, 2013.

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Cogeco Cable Inc. (TSX: CCA) (“Cogeco”) today announced its full opposition to the application by Astral Media Inc.(“Astral”) to the CRTC for authority to transfer its effective control, and control of its licensed broadcasting subsidiaries, to BCE Inc. (“BCE”) and to complete related corporate reorganizations. Cogeco’s opposition is based on the same concerns raised in its submission filed in the proceeding leading to the Commission’s October 18, 2012 decision to reject BCE’s proposed acquisition of Astral (Broadcasting Decision CRTC 2012-547). Astral’s application does not fix the major flaws that were then identified by the Commission. As was the case in BCE’s 2012 application, Astral’s applications would give BCE unprecedented market power that could not be constrained through regulatory safeguards, whether administered by the Commission or the Commissioner of Competition. Nothing in the intervening months has brought about new revelations that would allow the Commission to overlook these major flaws or seek to remedy them through regulatory means, and the Commission’s fundamental reason’s for denying the previous application apply equally to the current application.

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Astral, Canada’s leading broadcaster of premium and pay-specialty television services, today announced that The Movie Network GO (TMN GO), HBO GO Canada andTMN Encore GO will be available to Rogers cable subscribers effective immediately. Available at no additional cost to Rogers cable customers who have a subscription to The Movie Network and TMN Encore, TMN GO puts more than 1,000 hours of high-definition quality programming – including Hollywood hit movies, exclusive series from HBO, CINEMAX and Showtime, Canadian original films and series, and movie classics from every era – at subscribers’ finger tips. With this announcement, TMN GO is now available to approximately 75% of all subscribers of The Movie Network, with additional television providers expected to launch the service in the coming months.

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Astral Media Inc. (TSX: ACM.A ACM.B) (“Astral”) today announced that the Canadian Competition Bureau (the “Bureau”) has issued a “no action letter” in connection with its previously announced acquisition by BCE Inc. (“Bell”). The issuance of this letter constitutes one of the two required regulatory approvals contemplated in the arrangement agreement entered into by Astral and Bell in connection with the transaction. 

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