BCE Reaches Agreement With CTV.

Business Editors

MONTREAL & TORONTO--(BUSINESS WIRE)--Mar. 13, 2000

- BCE increases offer price by 50 cents to $38.50 per share

- CTV recommends offer to shareholders

- Electrohome Broadcasting and its majority shareholders sign agreements with
BCE

BCE Inc. (TSE:BCE.)(CDNX:BCE.)(ME:BCE.)(NYSE:BCE), CTV Inc., and Electrohome Broadcasting Inc. (EBI) today announced several agreements relating to BCE's proposed bid for all of the outstanding common shares of CTV.

BCE has increased its per share offer from $38.00 to $38.50 and has signed support agreements with both CTV and EBI, a major CTV shareholder. Commenting on these developments, BCE President and CEO Jean C. Monty said: "The endorsement of our bid by the CTV Board of Directors greatly facilitates this transaction and serves to assure CTV shareholders of its fairness. The additional support of the EBI board and EBI's majority shareholders gives us a firm foundation from which to complete the transaction."

CTV Support Agreement

CTV announced that its Board of Directors, upon the recommendation of its special committee and the receipt of fairness opinions from its financial advisors, is recommending acceptance of the BCE offer to CTV shareholders. CTV has signed a support agreement with BCE which precludes CTV from seeking alternate bids from other potential purchasers. Should CTV receive an unsolicited proposal, BCE will have the right either to amend its offer or be paid a break-up fee of $70 million if CTV's Board withdraws its recommendation of BCE's offer. CTV has also agreed to waive the application of its shareholder rights plan for BCE's offer.

"CTV welcomes the improved BCE offer and is satisfied that it is in the best interests of its shareholders and the company itself," said Allan Beattie, Chairman of CTV. "The CTV board is pleased BCE has increased the purchase price by some $30 million."

Electrohome Broadcasting Inc. (EBI) Support Agreement

BCE also announced that it is making an offer to purchase all of the voting and non-voting shares of EBI which owns seven million common shares of CTV representing 11.6 per cent (fully diluted) of CTV's outstanding shares. The cash offer is for $32.17 per EBI share, representing the offer of $38.50 for each CTV share held by EBI plus net cash remaining in EBI at the time of the completion of the transaction. The EBI Board of Directors has recommended the acceptance of the BCE offer to all EBI shareholders.

EBI has also signed a support and standstill agreement with BCE which precludes EBI from seeking alternate bids from other potential purchasers. Should EBI receive an unsolicited proposal, BCE will have the right either to amend its offer or be paid a break-up fee of $8.1 million if the EBI Board recommends any other proposal.

The majority shareholders of EBI - John A. Pollock, Barbara L. Steele and related parties -have signed a lock-up agreement with BCE. These shareholders, who collectively own 71 per cent of EBI's voting shares and 19 per cent of EBI's non-voting shares, have irrevocably committed to tender all of their EBI shares to the BCE offer.

"BCE's offer to purchase all outstanding shares of EBI, a transaction valued at $270 million, is in the best interests of our shareholders," said John A. Pollock, Chairman and CEO of EBI. "The EBI Board of Directors unanimously recommends that our shareholders accept the offer."

Conditions of Offers

The CTV offer is open to all CTV shareholders and will expire on April 5, 2000. The offer is contingent on, among other things, more than 50 per cent of shares being tendered. If BCE acquires a majority of voting shares under the EBI offer, the CTV shares held by EBI will be applied to the 50 per cent requirement.

The EBI offer is contingent, among other things, upon BCE acquiring two thirds of EBI's voting shares and two thirds of its non-voting shares and will expire on April 4, 2000.

BCE will mail its offering circulars to CTV and EBI shareholders Tuesday, March 14th.

BCE is Canada's largest communications company. Through its operations in communications services, BCE provides residence and business customers in Canada with wireline and wireless communications products and applications, satellite communications and direct-to-home television services, systems integration expertise, electronic commerce solutions, Internet access and high-speed data services, and directories. Abroad, through Bell Canada International's investee companies, BCE provides communications services to nearly 6 million customers in Asia and Latin America. BCE also has an extensive international presence through Teleglobe, an international telecommunications carrier. BCE shares are listed in Canada, the United States and Europe.