Bce Inc. · TSX:BCE

Bce — Merger or Acquisition (May 2016)

13 slides from Bce's merger presentation, May 2, 2016

  1. Slide 1: BCE Acquisition of MTS Analyst Conference Call

    BCE Acquisition of MTS Analyst Conference Call May 2, 2016

  2. Slide 2: Safe harbour notice

    Safe harbour notice Certain statements made in this presentation are forward-looking statements. These statements include, without limitation, statements relating to the proposed acquisition by BCE of all of the issued and outstanding common shares of Manitoba Telecom Services Inc. (“MTS”) (the “MTS

  3. Slide 3: George Cope

    George Cope President & Chief Executive Officer BCE & Bell Canada

  4. Slide 4: Transaction overview

    Transaction overview • Acquiring all MTS outstanding common shares for ~$3.1B or $40 per common share – Represents 23.2% premium to MTS’ weighted-average price on the TSX for the 20-day period ending April 29, 2016 – No further dividends to be declared by MTS after its Q2’16 dividend expected to be

  5. Slide 5: Strategic rationale

    Strategic rationale • Bell becomes #1 wireless provider in Manitoba with addition of MTS subscribers Accelerate Wireless • On a pro forma basis, Bell is the wireless EBITDA leader in Canada(1) Invest in Broadband • Increases Bell’s IPTV footprint by ~350k homes Networks and • MTS delivers high-speed

  6. Slide 6: Building on MTS’s strong legacy in Manitoba

    Building on MTS’s strong legacy in Manitoba • Commitment to invest $1B in Manitoba over 5 years to expand and enhance broadband infrastructure – Gigabit Fibe Internet launch within 12 months (20x faster than average speeds for MTS customers today) – Customer access to Fibe TV, North America’s most i

  7. Slide 7: Jay Forbes

    Jay Forbes President & Chief Executive Officer MTS

  8. Slide 8: Significant value for MTS shareholders

    Significant value for MTS shareholders • Transaction creates meaningful and immediate value – $40 offer price represents a 23.2% premium to MTS’ weighted-average closing share price on the TSX for the 20-day period ending April 29, 2016 – 40% premium to MTS’s closing price of $28.59 on November 20,

  9. Slide 9: Glen LeBlanc

    Glen LeBlanc EVP & Chief Financial Officer BCE & Bell Canada

  10. Slide 10: Key transaction details

    Key transaction details • Transaction enterprise value of ~$3.9B • MTS common shareholders to receive ~28M BCE common shares • ~$3.1B total value for MTS common – MTS shareholders to own ~3% of pro forma BCE shareholders common equity – Represents a $577M premium to the 20-day volume weighted averag

  11. Slide 11: Financial overview

    Financial overview Estimated financing structure ($M) Financing structure Uses • ~$3.1B funding requirement for acquisition MTS debt rollover 928 of MTS common shares Acquisition of MTS (76.7M shares @ $40 per share) 3,068 • Aggregate cash component totaling ~$1.4B Total uses 3,996 Sources • ~28M BC

  12. Slide 12: Telus transaction

    Telus transaction • Selling 1/3 of MTS’s wireless postpaid customers to Telus following completion of MTS acquisition • Approximately 140k postpaid subscribers to be sold • 425k total pro forma combined Bell MTS wireless subscribers in Manitoba after sale to Telus • Telus to assume approximately 1/3

  13. Slide 13: Next steps

    Next steps • File for all regulatory approvals 2nd half of May/Early June • Mailing of proxy circular to MTS shareholders 2nd half of June/Early July • MTS shareholder meeting to vote on Plan of Arrangement • Expected completion of MTS acquisition and End of 2016/Early 2017 Telus transaction 13

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