BCE Shareholders Approve Acquisition by Teachers', Providence Equity and Madison Dearborn


MONTREAL, Quebec, Sept. 21 -- BCE Inc. (TSX, NYSE: BCE) today announced that its shareholders overwhelmingly approved the plan of arrangement involving BCE and a consortium led by Teachers' Private Capital, the private investment arm of the Ontario Teachers' Pension Plan, Providence Equity Partners and Madison Dearborn Partners. The arrangement involves the acquisition by the consortium of all outstanding common and preferred shares of BCE. Common shareholders will receive $42.75 per share, representing a 40% premium over the average closing price of BCE common shares for the three-month period ending on March 28, 2007, the last trading day before there was public speculation about a possible transaction involving BCE.

The arrangement was approved this morning at a Special Meeting of shareholders by more than 97% of the votes cast by holders of common and preferred shares, voting as a single class, greatly exceeding the required 66 2/3% approval. Of the total outstanding common and preferred shares, 62.5% were voted at the meeting either in person or by proxy. Final audited results will be made available on SEDAR at www.sedar.com and on EDGAR at www.sec.gov in the coming days.

The closing of the transaction is subject to customary conditions, including the receipt of regulatory approvals. The motion seeking a Final Order approving the proposed plan of arrangement is scheduled to be heard by the Superior Court of Quebec, sitting in the Commercial Division in and for the district of Montreal, at the Montreal Courthouse, located at 1 Notre-Dame Street East in Montreal, Quebec, in room 16.12, on Wednesday, October 10, 2007, at 9:30 a.m. The transaction is expected to close in the first quarter of 2008. BCE will advise shareholders closer to the time of closing about the procedures for surrendering and receiving payment for their shares.

About BCE Inc.

BCE is Canada's largest communications company, providing the most comprehensive and innovative suite of communication services to residential and business customers in Canada. Under the Bell brand, the Company's services include local, long distance and wireless phone services, high-speed and wireless Internet access, IP-broadband services, information and communications technology services (or value-added services) and direct-to-home satellite and VDSL television services. Other BCE holdings include Telesat Canada, a pioneer and world leader in satellite operations and systems management, and an interest in CTVglobemedia, Canada's premier media company. BCE shares are listed in Canada and the United States.

Source: BCE Inc.

CONTACT: Pierre Leclerc, Bell Canada, Media Relations, (514) 391-2007, 1-877-391-2007, pierre.leclerc@bell.ca;

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