Bell would walk away from buying Astral Media if it's asked to sell any more of the TV specialty and radio company's assets in order to win regulatory approval for the $3.4-billion merger, chief executive George Cope said Friday.

Cope said there wouldn't be any "strategic rationale" to buy Astral if it had to sell more of its assets to obtain the OK from the CRTC, which has already turned down the deal once.

"If we were to be asked to divest any more of the channels or content, we would not move forward with the transaction," Cope said.

'If we were to be asked to divest any more of the channels or content, we would not move forward with the transaction.'—George Cope, CEO of Bell Canada

Rogers Communications (TSX:RCI.B) has asked the CRTC to force Bell to sell Astral's English language pay TV service, the Movie Network, as a condition of approving the revised deal. Rogers has told the CRTC it would then take a look at buying the Movie Network itself.

Bell said it wouldn't be able to make its strategy of more content available on multiple platforms and more competition work if forced to sell more of Astral's assets.

"From our perspective, additional divestitures from what we're doing now we don't believe we can materially executive the strategy for this size of acquisition," he said. "The strategic rationale for the acquisition would not be there."

Denial would be 'severe'

Astral CEO Ian Greenberg said the consequences for his company would be severe if the CRTC doesn't approve the deal the second time round. He noted Astral is a family owned company and there are four families involved in the sale of the Montreal company.

"We have to remember for the last 15 months our employees and the business have had to cope with the distraction and the uncertainty associated with the sale of a company," he said.

"Obviously, if it was denied I would have to address the situation with my family," he said. "Obviously what this would do is extend the uncertainty for our people and our business for at least another year and I think that would be a disservice to the industry and a disservice to our employees and to our shareholders. It would be quite severe."

The Canadian Radio-television and Telecommunications Commission turned down the deal last fall, saying it wasn't in the best interests of Canadians.

Bell (TSX:BCE) is making its final pitch to the CRTC to buy Astral (TSX:ACM.A), and it's revised proposal would, among other things, see Bell sell all of Astral's English language specialty services and one of its English pay TV services. However, it would keep eight of Astral's channels including the pay TV service, The Movie Network.