Astral shareholders approve acquisition by BCE

Over 99.8% of shareholders accept the offer

MONTREAL, May 24, 2012 /CNW Telbec/ - Astral Media Inc. (TSX: ACM.A ACM.B) ("Astral") today announced that its shareholders have approved the previously announced acquisition of all of its issued and outstanding shares by BCE Inc. ("BCE") pursuant to a plan of arrangement under section 192 of the Canada Business Corporations Act (the "Arrangement") at the special meeting of shareholders of Astral, held today in Montréal (the "Meeting"). The Arrangement was approved by 99.84% of the votes cast by holders of Class A non-voting shares (including 99.83% of the votes cast by disinterested holders of Class A non-voting shares), 99.95% of the votes cast by holders of Class B subordinate voting shares (including 99.85% of the votes cast by disinterested holders of Class B subordinate voting shares), and 100% of the votes cast by holders of special shares of Astral.

"I am very pleased by the overwhelming support of Astral's shareholders in favor of the arrangement. This enthusiastic support aptly reflects the value that the negotiated agreement represents for all Astral shareholders," said Ian Greenberg, Astral's President and Chief Executive Officer. "I look forward to continuing to work in close collaboration with Bell's team towards securing regulatory approvals for the transaction and its completion later in 2012."

The Arrangement is also subject to approval by the Québec Superior Court at a final hearing which has been scheduled to be held tomorrow, May 25, 2012, at the Montréal Courthouse, in Montréal, Québec at 9:00 a.m. (Montréal time) or as soon thereafter as counsel may be heard. It is anticipated that the Arrangement will be completed in the second half of 2012 subject to, without limitation, court approval as set forth above and required regulatory approvals.

Prior to the Meeting, Astral determined not to submit to a vote the ordinary resolution relating to the approval of an allocation to Astral's President and Chief Executive Officer under the bonus and retention plan based on the proxies received prior to the Meeting.

This press release contains certain forward-looking statements relating to the proposed acquisition by BCE of all of the issued and outstanding shares of Astral. We disclaim any intention or obligation to update or revise any forward-looking statements. The completion of the above-mentioned proposed transaction is subject to customary closing conditions, termination rights and other risks and uncertainties including, without limitation, court approval and any required regulatory approvals, including approval by the Canadian Radio-television and Telecommunications Commission (CRTC), Competition Bureau and Toronto Stock Exchange. Accordingly, there can be no assurance that the proposed transaction will occur, or that it will occur on the terms and conditions contemplated in this news release. The proposed transaction could be modified, restructured or terminated.

About Astral
Founded in 1961, Astral Media Inc. (TSX: ACM.A ACM.B) is one of Canada's largest media companies. It operates several media properties - pay and specialty television, radio, out-of-home advertising and digital - that are among the most popular in the country. Astral plays a central role in community life across the country by offering diverse, rich, and vibrant programming that meets the tastes and needs of consumers and advertisers alike. To learn more about Astral, please visit Astral.com.

About BCE
Based in Montréal, BCE Inc. (TSX, NYSE: BCE) is Canada's largest communications company, with the Bell and Bell Aliant brands providing a comprehensive and innovative suite of broadband wireless and wireline communication services to residential and business customers across Canada. Bell Media is Canada's premier multimedia company with leading assets in television, radio and digital media, including CTV, Canada's #1 television network, and the country's most-watched specialty channels. For BCE corporate information, please visit BCE.ca. For Bell product and service information, please visit Bell.ca. For Bell Media, please visit BellMedia.ca.

Media:

Hugues Mousseau
Director, Corporate Communications and Synergies
Astral Media Inc.
514-939-5000
[email protected]