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astral takeover

When answering questions, respond directly, in a neutral voice. Look unassuming, modest, and – this will be especially hard – maybe even contrite about your previous outbursts. Refrain from frowning at the commissioners' queries, however annoying they may be. And don't surprise them: Commissioners just hate unexpected announcements.

Erase from your vocabulary words like "absurd," "outraged," "appalling," all reminders of unfortunate remarks. And do not refer to a "bygone era," even if your life depended on it.

Preparing George Cope, BCE Inc.'s CEO, for his second sales pitch on Astral Media Inc. in front of the federal broadcasting regulator should be an easy job. When the CRTC holds another public hearing on the controversial deal, Mr. Cope and his executives know exactly what to do – and what to avoid at all cost.

This is take two for Bell, which failed miserably in its earlier attempt to swallow Astral and its stable of TV, radio and outdoor-advertising assets in their entirety. The commission rejected it in October, saying Bell had not made a persuasive case that the deal was in the public interest.

Barring a catastrophic and unforeseen turn of events, Bell should fare better this time. It should be able to find a way to convince the CRTC that the "Astral light" transaction will benefit Canadian viewers and consumers.

Bell executives may have been arrogant when they showed up at the CRTC hearings in Montreal last September. And this arrogance was on full display when they blasted the CRTC's outright rejection of the deal. But they are certainly not stupid.

Anger is a bad counsellor, as the French proverb goes, and George Cope has cooled off. There is good reason. The compelling business logic that was behind the first deal is intact.

Astral remains a motivated seller, as the Greenberg family, which controls the media group through its multiple voting shares, is anxious to cash in its small stake in the company. And while BCE is far from being in a dire situation, it needs to increase its content offering if it is to compete with Rogers Communications, Quebecor and Cogeco.

This is especially true of French content. While it is a proud owner of the Réseau des Sports or RDS, the profitable all-sports station, it has little other French content to offer its wireless subscribers. Getting access to Astral's 20 specialty and pay-TV channels, most of which broadcast in French, would go a long way in filling this gap. So would Astral's nearly 85 radio stations.

French programming was not the problematic part of the Astral acquisition. The CRTC calculated that the combined company would hold a 33.1 per cent market share of French viewing, below the 35 to 45 per cent zone where the telecom and media regulator scrutinizes an acquisition with extra attention. (Deals giving any company a 45 per cent market share or more are expected to be rejected, according to the CRTC guidelines.)

To get this content, Bell will need to sacrifice some English TV channels, as the CRTC pegged its market share at an elevated 42.7 per cent by excluding Canadian viewing of American television stations. This time, Bell will likely proposes bigger asset divestitures. It will allow its competitors to feast on its interesting leftovers.

But that is a small prize to pay to be able to compete on an equal footing with Quebecor in the all-important Quebec market.

Bell has learned from its mistakes. After leaving the dance floor to its opponents, it has learned to rumba with a PR campaign of its own, under the slogan "Canadians Deserve More." And it has apparently upped the ante with its "tangible benefits," offering real advantages to Canadians – not just commercial services that Bell would have launched anyways.

In other words, Bell is finally prepared to do what it takes to sell the deal that it wants. If it succeeds, it will have taken the telecommunications company way more time and money than it should have. But in a not-so-distant future, Bell will truly be able to put the heat on its Quebec rivals. Game on, Quebecor.

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