Astral Media Inc. was a Canadian media conglomerate. It was Canada’s largest radio broadcaster, with 84 radio stations in eight provinces. Astral was also a major player in premium and specialty television in Canada, with 23 specialty channels and two conventional stations. In addition, Astral had a presence in out-of-home advertising.
In March 2012, Bell Media announced its intent to acquire Astral for $3.38 billion. Although an attempt to purchase the entirety of the company was blocked under competition law, the CRTC approved a revised offer on June 27, 2013, which saw various Astral specialty channels and radio stations divested to competitors. The sale was consummated on July 5, 2013. Astral was dissolved later the same year as a result of Bell Media completing its acquisition of the company. Bell Media assumed some of Astral’s television functions and absorbed some of its premium television services.
Astral Media’s roots lie with Angreen Photo, a Canadian company founded in 1961. It was created when Montreal’s Greenberg brothers, led by Harold Greenberg, founded it to operate the photography concession in Miracle Mart, a department store chain. Its acquisition in 1963 of Bellevue Pathé led to photography rights at the Montreal Expo 67 World’s Fair, and it eventually grew into a 125-store chain, Astral Photo, the remnants of which are now owned by the Black’s Photography chain. The company grew quickly into motion picture processing after acquiring the Pathé-Humphries motion picture lab in 1968 and Associated Screen News Industries of Montreal in 1969.
The company was constituted in 1973 under the name Astral Bellevue Pathé Limited. It eventually undertook videocassette duplication and video wholesaling. The company also produced or executive produced over 100 feature films, television programs and television miniseries. The films were released by American Cinema Releasing. The company had operated such subsidiaries as Astral Films, Astral Film Productions Ltd. and Astral Video, as well as in 1987, a development consortium that was led by Harold Greenberg with funding from the CBC called the Centre De Production De Montreal, which is set for open in 1989.
In 1983, the Greenbergs acquired complete control of two pay television networks, First Choice (now known as The Movie Network) and Premier Choix TVEC (now Super Écran), at which point Astral ceased to be directly involved in film and program production. The company would later expand its television operations by launching new specialty networks. In addition, it became involved with the home video and feature film market, lasting from the mid-1980s until at least 1996. In 1987, Astral Film Enterprises had teamed up with Management Company Entertainment Group to produce three feature films by 1988, with the first film slated to be in the co-production pact was Boris and Natasha, Boardwalk, and Villa Golitsyn, which were proposed in the three-picture pact, but the projects, aside from Boris and Natasha were never realized. In February 2000, Astral Communications changed its name to Astral Media, alongside Access Media.
Astral then expanded into radio, beginning with the 2000 acquisition of Radiomutuel, and the 2002 purchase of most of the radio assets of Telemedia, although those companies’ joint AM radio network Radiomedia was ultimately sold to Corus Entertainment for competitive reasons. Radiomutuel also owned a controlling share of outdoor advertising firm Omni Outdoor (which eventually became the fully owned Astral Out-of-Home division), as well as several French-language specialty channels such as Canal Vie, Ztélé, Séries+, VRAK.TV, and 50% stakes in MusiquePlus and MusiMax (then co-owned with CHUM Limited).
On February 23, 2007, Astral Media announced that it had signed a letter of intent and had entered into exclusive negotiations regarding the acquisition of “substantially all of the assets” of Standard Radio. A formal agreement was later announced, with the proposed transaction being approved by the CRTC on September 28, and completed on October 29 of the same year. The transaction gave Astral Media a significant foothold in English-language radio.
In 2010, Astral Media relocated its headquarters to 1800 McGill College Avenue, in a skyscraper rechristened Maison Astral. In May 2010, the company unveiled a new logo featuring a multi-coloured “a” insignia (reflecting ideals of “collaboration” and “creativity”). At this time, the company began to trade as simply “Astral”.In the fall of 2011, Teletoon (co-owned with Corus Entertainment at the time) adopted a new logo to reflect Astral’s 50th anniversary.
On March 16, 2012, Astral Media announced that it had agreed to be acquired by Bell Canada through its Bell Media division for $3.38 billion. Astral Media shareholders approved the acquisition of all of its issued and outstanding shares by Bell Media on May 24, 2012; the acquisition of Astral Media’s issued and outstanding shares by Bell received approval by the Quebec Superior Court during a hearing on May 25, 2012.
The proposed sale faced opposition: a coalition of Cogeco, Vidéotron, and Eastlink argued that Bell’s market share following the merger would harm consumer choice, and that Bell would raise carriage fees for Astral’s channels (impacting smaller providers). During a CRTC’s hearing, the Canadian Broadcasting Corporation argued that Bell’s proposal to use its mandatory tangible benefits to launch a French-language news channel (which would compete with its own Réseau de l’information) was “self-serving and unprecedented.” In September 2012, the Competition Bureau stated that it was becoming “increasingly concerned” about the implications of the merger, and warned that it could oppose the deal even if it were to be approved by the CRTC.
On October 18, 2012, the CRTC announced that it had rejected BCE’s proposal to acquire Astral Media. The commission cited that their combined market power could “threaten the availability of diverse programming for Canadians and endanger the ability of distribution undertakings to deliver programming at affordable rates and on reasonable terms on multiple platforms”, and also stated that allowing the merger would have required the implementation of “extensive and intrusive safeguards” across the entire broadcasting industry. The CRTC also felt that Bell did not adequately demonstrate how having most of Canada’s French-language media owned by two vertically integrated companies would improve competition, and how being bigger would allow it to compete against foreign services.
Following the rejection of the deal by the CRTC, Bell Canada CEO George A. Cope asserted that calling the merger dead was “premature”, citing that the formal merger agreement between Bell and Astral did not expire until December 16, 2012, and either company could extend it to January 15, 2013. Bell attempted to ask the Cabinet to overturn the CRTC’s decision, but was told that they did not have the ability to do so. Bell also reportedly considered going to the Federal Court of Appeal, or restructuring the deal to selectively sell Astral assets to competing companies. Rogers Media expressed interest in acquiring some of Astral’s channels if such a sale were to occur. On November 16, 2012, Astral confirmed that it was in talks with Bell to negotiate a new offer, which would involve the sale of the majority of its English-language television channels to third parties.
On March 4, 2013, the Competition Bureau approved a new proposal by Bell to acquire Astral Media, which would involve the divestiture of certain television channels and radio stations owned by the combined company, and was subject to restrictions preventing Bell from imposing restrictive bundling requirements on any provider seeking to carry The Movie Network or Super Écran. The CRTC made the proposed takeover proposal public on March 6, 2013. Unlike the previous deal, which would have given Bell a 42% share of the English-language television market, the new deal gave Bell a total market share of 35.7%, and increased its French-language market share to 22% (in comparison to 8% before). On March 18, 2013, the Competition Bureau cleared a proposed deal to sell Astral’s stakes in several channels to Corus Entertainment in preparation for regulatory approval.
In a speech to the Academy of Canadian Cinema and Television prior to the hearings, Bell Media’s president Kevin Crull detailed plans to invest in French-language productions and maintain a distinct operation in Montreal devoted to its French-language outlets. Crull also praised the role of Québecor Média (despite the company being opposed to the merger) in using its own vertical integration strategy to help promote Francophone talent, and revealed his intention to try and emulate its “star system” in English Canada.