Radio/Television Station Group History
Astral Media Inc.
Having also acquired three retail camera stores in Montreal in 1968 from Centre Photographique de Montréal, and expanded to a chain of l25 stores across Canada under the name Astral Photo, the Greenbergs were by now ready to take their company public. A public offering was initiated, and on July 26th, Astral Communications Limited was launched.
While out of the production business, Astral stayed very much involved in the hardware side of film and television, and in 1984 they went into wholesale distribution of videocassettes with the founding of Ciné-Maison Bellevue.
In December, Harold Greenberg stepped down as Chairman and CEO, and was succeeded by his brother Ian.
On July 1st, Harold Greenberg died of cancer after a long illness.
When a new pay-tv French channel, Canal Indigo, was launched, Astral held a 40% interest through its Viewer's Choice subsidiary.
In September, the CRTC approved the licensing of Teletoon, a new specialty channel to broadcast predominantly animated programming for children in both English and French. The Family Channel, jointly owned by Astral and WIC Western International Communications, held a controlling interest in Teletoon and its French counterpart, Télétoon.
The year also saw the launch of the Comedy Network, a new specialty channel, in which Astral had a 14.95% ownership position. The other shareholders were the Just For Laughs Festival, Baton Broadcasting and Shaw Communications.
The two Teletoon specialty channels were launched on October 17th.
Astral formed a joint venture with Radiomutuel to create TV Plus Media, to sell advertising and offer joint marketing opportunities to specialty television channels.
In addition, Astral gained a 50% interest in MusiquePlus Inc., licensee of the specialty services MusiquePlus and Musimax (the other 50% being held by CHUM Limited), Les Entreprises RadioMédia Inc, licensee of AM radio station CKAC Montreal and the AM radio network RadioMédia (50% owned by Télémédia Radio Inc), and RadioMédia Inc., licensee of radio station CHRC-AM Quebec City (50% owned by Télémédia Radio Inc.)
The deal also brought Astral a number of non-broadcasting assets in the fields of outdoor advertising and broadcast sales.
Also in January, Astral launched three new specialty channels, Ztélé, which it owned outright, and Historia and Séries+, which were jointly owned with Alliance Atlantis
On February 25th, after having been known as Astral Communications for nearly 29 years, the company changed its name to Astral Media.
Michel Arpin, after terms with the CRTC and the Civitas Corporation, had been with Radiomutuel for eighteen years when the company was acquired by Astral. At that time, Michel became Senior Regulatory and Governmental Affairs Advisor to the Astral Broadcasting Group.
In the television field, the company acquired from Corus the balance of the shares in the Family Channel that it did not already own, and thereby increased its ownership in the Teletoon/Télétoon French and English specialty channels to 40%. In turn, Astral sold to Corus its interest in the Comedy Network.
The specialty channel Canal Famille was relaunched as VRAK-TV, targeted at the 3 - 14 years age group.
As a result of the deal, Astral acquired radio stations CFVM-FM Amqui, CJDM-FM Drummondville, CJOI-FM Rimouski, CIKI-FM Rimouski and its transmitter CIKI-FM-2 Sainte-Marguerite-Marie and CFZZ-FM Saint-Jean-Iberville.
Corus acquired CKAC-AM Montreal, CHRC-AM Quebec, CJRC-AM Gatineau, CKRS-AM Saguenay, CHLKN-AM Trois-Rivieres, CHLT-AM Sherbrooke, CKTS-AM Sherbrooke and CFOM-FM Levis. In addition, Corus acquired ownership of digital radio stations CKAC-DR-2 Montreal and CJRC-DR-2 Gatineau, the Montreal Canadiens hockey radio network and the Montreal Alouettes football radio network.
May 1st saw Astral launching The Movie Network HD, offering high-definition programming 24 hours a day. They also launched Cinépop, a French language channel offering an exclusive service of classic movies.
On May 5th, Michel Arpin left Astral to return to the CRTC as Vice-Chairman, Broadcasting.
In June, the CRTC granted a licence for a terrestrial radio subscription service to a partnership of CHUM (80.1%) and Astral (19.9%). The service was initially planned to serve major cities in Ontario, Quebec and B.C., and to expand to other areas during the course of the licence term. Two satellite radio services, Sirius and XM, were licensed at the same time, and achieved some success. The CHUM/Astral project never got going (see Digital Audio Broadcasting), largely on economic grounds.
In October, Astral was awarded four new licences for French language digital specialty channels, Télé-Rêve, Canal Chez Moi, Canal Justice and Televitesse.
While by this time Astral had grown its radio ownerships to 30 stations, the company still had an appetite for further growth. In pursuit of this objective, Astral made a serious attempt in the summer of 2006 to acquire the assets of the CHUM group. Owner Allan Waters had died the previous December, and six months later the Waters family announced that they were prepared to entertain offers for the property. Astral made an offer, but were outbid by CTVglobemedia. Despite this set-back, it remained clear that Astral were still very interested in further expansion.
Astral increased their ownership position in both English and French Teletoon channels to 50%.
The year marked Ian Greenberg's tenth year as President of Astral, and the 20th year of the highly successful Harold Greenberg Fund.
On February 23, 2007, there was little surprise when Astral announced that it had signed a letter of intent and was in the process of negotiating with Standard Radio to acquire all the firm's assets. Standard accepted Astral's offer, the deal received CRTC approval on September 28, and the transaction was completed on October 29 of the same year. The deal, which made Astral the largest radio station owner in Canada, with 82 stations in 29 markets, involved the acquisition by the company of 52 radio stations in Quebec, Ontario, Manitoba, Albert and B.C., including CFRB-AM in Toronto and CJAD-AM in Montreal, plus two small television stations in Dawson Creek, Yukon, and Terrace B.C.
In June, Astral acquired from CHUM Limited their 50% holdings in the MusiquePlus and MusiMax specialty channels, and thereby assumed 100% ownership of each channel.
On October 1st, Astral launched yet another English language specialty channel, Teletoon Retro.
In November, in a fitting tribute to his success in leading the growth of Astral to its pre-eminent position in the broadcasting industry, Ian Greenberg received the Ted Rogers and Velma Rogers Graham Award for his unique contributions to the Canadian broadcasting system.
In August, Astral Media Radio Inc. received CRTC approval for licences for two new English language FM radio stations, to serve Ottawa and Gatineau. However, following petitions from concerned parties, the decision was referred back to the CRTC on November 20th via an Order-in-Council which required the Commission to rehear the original applications, and to "... fully consider and explain its approach to evaluating the needs of official-language minority communities, and how it applies in this case".
A new hearing was scheduled for March 31st 2009.
During the Canadian Association of Broadcasters' annual convention in Ottawa, on Monday November 3rd, Harold Greenberg (posthumously) and Ian Greenberg were inducted into the CAB Hall of Fame. On Tuesday, November 4th, the 40th Anniversary of the formation of the CRTC was marked by a video presentation. Following the presentation, Astral Media Chairman André Bureau - himself a former Chairman of the Commission - made a speech saluting the Commission and praising the work it had done over the previous four decades.
However, on December 19th, Astral announced that it had received authorization from the CRTC to acquire Shore Media Group Inc., the radio licence holder for CHHR-FM 104.3 (Shore FM), broadcasting in Vancouver, British Columbia. The acquisition was set to be completed in early 2012.
"We are very proud to have Shore FM join the Astral family and reinforce our multiplatform presence in Vancouver and British Columbia," said Astral Radio president Jacques Parisien.
On May 25th, Astral Media Inc. announced that the Québec Superior Court had approved the previously announced acquisition of all of the issued and outstanding shares of Astral by BCE Inc. pursuant to a plan of arrangement under section 192 of the Canada Business Corporations Act. The Québec Superior Court declared that the Arrangement was fair to shareholders of Astral.
On July 10th, the CRTC announced that it would hold a hearing commencing on 10 September 2012 at 9:00 a.m. at the Palais de Congrés de Montréal, 1001 place Jean-Paul-Riopelle, Montréal, Quebec, to consider the BCE Inc application for authority to change the effective control of Astral's broadcasting undertakings so that it was exercised by BCE Inc.
Immediately following the announcement, a group of broadcasting entities led by Quebecor Inc. Cogeco Inc. and Bragg Communications launched a "Say No To Bell" media campaign, which produced nearly ten thousand comments from various sources.
On October 18th, the industry was very surprised when the CRTC announced that it was denying the application by BCE Inc. (BCE), on behalf of Astral Media inc. (Astral), for authority to change the effective control of Astral's broadcasting undertakings. The Commission said it was "...not convinced that the transaction would provide significant and unequivocal benefits to the Canadian broadcasting system and to Canadians sufficient to outweigh the concerns related to competition, ownership concentration in television and radio, vertical integration and the exercise of market power."
On the same day, Bell Media issued a press release expressing shock at the CRTC's decision, and announced it would be requesting that the federal Cabinet intervene in the CRTC's decision to reject Bell's acquisition of Astral Media. Bell said it was "appalled that the CRTC would come to a decision that so negatively impact(ed) Canadian consumers and the national broadcast industry, contravene(d) its own policy and (was) tainted by behind-the-scenes lobbying by Bell's cable rivals."
However, on November 19th Astral and Bell announced that they had amended their Arrangement Agreement and submitted a new proposal to the Canadian Radio-television and Telecommunications Commission (CRTC) for approval of Bell's acquisition of Montréal-based Astral. Bell also announced that it had formally withdrawn its request to the federal Cabinet for a policy direction to the CRTC.
"We heard Canadians and the CRTC loud and clear - they want assurance that Astral joining with Bell Media will directly benefit consumers and creators. We're ready to deliver more choice for listeners and viewers, more opportunity for content creators, and more competition for the broadcasting industry," said George Cope, Bell's President and CEO. "Bell and Astral are happy to move forward with a new proposal that benefits all Canadians, in both official languages, in communities large and small across the nation, with new ideas, new funding and new choices."
As a result of the amendments made to the terms of the original Arrangement Agreement between Astral and Bell, the outside date for the closing of the transaction was extended to June 1, 2013, with each of Astral and Bell having a further right to postpone it to July 31, 2013.
Bell said that the Competition Bureau's announcement was the result of an agreement under which Bell would sell a number of Astral TV services. Bell Media would retain 8 Astral TV services: the French-language SuperÉcran, CinéPop, Canal Vie, Canal D, VRAK TV, and Z Télé, and English-language services The Movie Network, which included HBO Canada, and TMN Encore.
"This positive news from the Competition Bureau is a major step forward in uniting Astral and Bell Media and delivering on our promise to grow investment and competition in Canadian broadcasting," said George Cope, President and CEO of BCE Inc. and Bell Canada. "This decision preserves the tremendous value the transaction represents to consumers, the Canadian media community, and Astral and Bell shareholders."
On March 6th, the CRTC announced that on May 6th the Commission would hold a hearing to consider renewed applications by Astral Media and Bell Media for authority to change the effective control of Astral's broadcasting undertakings to BCE Inc.
Subject to Commission approval, the closing of the proposed transaction would be preceded by multi-step corporate reorganizations within both BCE and Astral for tax planning purposes and to facilitate the closing and the divestiture of certain assets.
To that end, the Commission would also hear applications by Astral on behalf of BCE to effect a multi-step corporate reorganization involving the transfer of assets of certain broadcasting undertakings to new entities to be established and controlled by BCE.
Finally, the Commission would hear an application by Astral to effect a corporate reorganization within Astral involving the transfer of the assets of certain of its broadcasting undertakings to new entities to be established and controlled by Astral.
As part of its application, Astral submitted that in order to ensure compliance with the Commission's policies and address any concerns regarding market concentration, BCE would divest itself of 11 television undertakings: six in the French-language (Teletoon Rétro, Disney Junior, MusiquePlus, MusiMax, Historia and Séries+), four in the English-language (Teletoon Retro, Cartoon Network, Disney XD and Family Channel, including the related Disney Junior multiplex), and one in both languages (Teletoon).
On May 6th the CRTC began what would be a week-long hearing of BCE's revised application to acquire Astral. There having been no decision announced by June 1st, it was announced that by mutual agreement the term for the deal to be closed had been extended to July 31st.
On June 27, 2013, the CRTC approved the application by Astral Media Inc. to sell its pay and specialty television channels, conventional television stations and radio stations to BCE Inc, subject to certain conditions. It also approved the applications by Astral on behalf of BCE for multi-step reorganizations to give effect to the main application if approved.
It was a condition of the approval that BCE must divest itself of ownership of several television and radio programming undertakings. Pending eventual sale, the Commission directed BCE Inc. to transfer the interim management and control of those entities to a trustee pursuant to the terms of the voting trust agreement addressed in a letter of approval issued 27 June 2013, by no later than 29 July 2013.
The programming undertakings required to be sold were CHHR-FM Vancouver, CKZZ-FM Vancouver, CISL Vancouver, CFQX-FM Selkirk, CHBM-FM Toronto, CKQB-FM Ottawa-Gatineau and CJOT-FM Ottawa-Gatineau, CKCE-FM Calgary, CHIQ-FM Winnipeg and CFXJ-FM Toronto.
The specialty services required to be sold were:
See also attached article from Broadcast Dialogue.
Updated by Pip Wedge - July, 2013