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BCI Announces the Sale of its Interest in Telecom Americas.


Business Editors

MONTREAL--(BUSINESS WIRE)--June 3, 2002

BCI BCI Bat Conservation International
BCI Brain-Computer Interface
BCI Business Continuity Institute
BCI Business Cycle Indicators
BCI Banco de Credito e Inversiones (Chilean bank)
BCI Bell Canada International
 (NASDAQ NASDAQ
 in full National Association of Securities Dealers Automated Quotations

U.S. market for over-the-counter securities. Established in 1971 by the National Association of Securities Dealers (NASD), NASDAQ is an automated quotation system that reports on
:BCICF) (TSE See Tokyo Stock Exchange.

TSE

1. See Tokyo Stock Exchange (TSE).

2. See Toronto Stock Exchange (TSE).
:BI.)
-- Payment by America Movil of US$146 million in cash and a US$220 million
interest-free note due on March 1, 2003

-- Release of BCI from US$250 million of guarantees relating to Telecom
Americas (i.e Tess Notes and ATL indemnity)

-- Closing is expected by August 9, 2002

-- Prior to closing, America Movil will provide a minimum of US$200 million of
new funding to Telecom Americas at which time America Movil will obtain
effective control of Telecom Americas


Bell Canada Bell Canada Enterprises (TSX: BCE, NYSE: BCE), legally BCE Inc., is a major Canadian telecommunications company. Through its subsidiaries including Bell Canada, Bell Aliant, Northwestel, Télébec, and NorthernTel, it is the incumbent local exchange carrier for  International Inc. ("BCI") today announced that it has reached a definitive agreement for the sale of 42% of the common shares (39% giving effect to the conversion of preferred shares Preferred shares

Preferred shares give investors a fixed dividend from the company's earnings and entitle them to be paid before common shareholders. See: Preferred stock.
 held by a financial investor) of Telecom Americas Ltd. ("Telecom Americas") to America Movil S.A. de C.V., of Mexico ("America Movil").

The terms of the transaction include:


-- Payment by America Movil of US$146 million in cash and a US$220 million
interest-free note due on March 1, 2003

-- Release of BCI from US$250 million of guarantees relating to Telecom
Americas (i.e Tess Notes and ATL indemnity)

-- Closing is expected by August 9, 2002

-- Prior to closing, America Movil will provide a minimum of US$200 million of
new funding to Telecom Americas at which time America Movil will obtain
effective control of Telecom Americas


Acting as Advisor to BCI, Salomon Smith Barney has provided a fairness opinion Fairness Opinion

A report put together by qualified analysts or advisors providing to key decision makers an evaluation of and facts about a merger or acquisition.

Notes:
A fairness opinion serves as a document used for guidance in a merger, takeover, or acquisition.
 on the consideration being received in connection with the sale of BCI's interest in Telecom Americas.

BCI has obtained the required approval from lenders under its C$230 million bank credit facility to conclude this transaction. Effective immediately, the credit facility is reduced to C$200 million and its maturity date advanced from March 2003 to August 9, 2002, at which time the facility will be repaid in full and canceled.

BCI will seek approvals for a court supervised Plan of Arrangement pursuant to which BCI will conclude the sale of its interest in Telecom Americas; proceed with the disposition of its remaining assets in an orderly fashion; and seek expeditious ex·pe·di·tious  
adj.
Acting or done with speed and efficiency. See Synonyms at fast1.



ex
 resolution of outstanding claims in order to accelerate final distributions to BCI stakeholders. Using the Plan of Arrangement provisions of the Canada Business Corporations Act The Canada Business Corporations Act, also known as Bill C-44, is a Canadian act respecting Canadian business corporations. See also
  • List of Acts of Parliament of Canada
External links
  • Canada Business Corporations Act ( R.S. 1985, c.
 is an efficient way for a solvent company, such as BCI, to proceed in the circumstances.

During July 2002, BCI will hold meetings of its common shareholders and holders of its 11% notes due September 2004 to obtain the required approvals for the Plan of Arrangement. BCI has been informed that BCE BCE
abbr.
1. Bachelor of Chemical Engineering

2. Bachelor of Civil Engineering



BCE

Abbreviation for before the Common Era.
 intends to vote its shares in favour of the Plan of Arrangement.

BCI, through Telecom Americas, holds interest in 4 Brazilian B Band cellular companies serving more than 4.5 million subscribers in territories of Brazil with a population of approximately 60 million. BCI is a subsidiary of BCE Inc., Canada's largest communications company. BCI is listed on the Toronto Stock Exchange Toronto Stock Exchange (TSE)

Canada's largest stock exchange, trading approximately 1,200 company stocks and 33 options.
 under the symbol BI and on the NASDAQ National Market under the symbol BCICF. Visit our Web site at www.bci.ca.

This news release may contain or refer to other communications that may contain certain forward-looking statements that reflect the current views and/or expectations of management with respect to performance, business and future events. Forward looking statements include, without limitation, any statement that may predict, forecast, indicate or imply future results, performance, or achievements, and may contain words like "believe", "anticipate", "expect", "envisages", "will likely result", or any other words or phrases of similar meaning. Such statements are subject to a number of risks, uncertainties and assumptions. Actual results and events may vary significantly.
COPYRIGHT 2002 Business Wire
No portion of this article can be reproduced without the express written permission from the copyright holder.
Copyright 2002, Gale Group. All rights reserved. Gale Group is a Thomson Corporation Company.

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Comment:BCI Announces the Sale of its Interest in Telecom Americas.
Publication:Business Wire
Geographic Code:0LATI
Date:Jun 3, 2002
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