The CRTC has conditionally approved the $51.7-billion takeover of BCE, removing another obstacle to the biggest buyout deal in Canadian corporate history.

The broadcast regulator attached several conditions relating to the corporate governance of BCE to ensure that the telecom giant remains under Canadian control.

BCE three-month chartBCE three-month chart

"These conditions will ensure that control of BCE remains in Canadian hands once the transaction is completed," said CRTC chair Konrad von Finckenstein in a statement.

The conditions include requirements that:

  • the number of directors on the board be fixed at 13.
  • Canadian investors must nominate six directors to the board, while non-Canadian investors may nominate no more than five.
  • the chairman of the board must be Canadian and cannot be the chief executive officer or a director nominated by a non-Canadian investor.

A consortium led by the Ontario Teachers' Pension Plan wants to take BCE private in partnership with three U.S. private equity firms.

At hearings earlier this year, von Finckenstein had raised concerns over how Canadian the telecom company would be under the new ownership structure. Under federal law, foreigners cannot control more than 46.7 per cent of a telecom company.

Teachers' CEO Jim Leech told the CRTC that the proposed ownership structure guaranteed Canadian control. He had warned that the takeover could collapse if the CRTC attached "material conditions" to the takeover.

The deal still requires the approval of Industry Canada. It's already been approved by BCE shareholders, as well as the federal Competition Bureau.

Potential hurdles

Holders of Bell Canada debentures have appealed a court ruling that approved the BCE transaction and dismissed their claims that the takeover treats them unfairly. The deal cannot be finalized until that appeal is resolved.

The turmoil in global financial markets poses another potential hurdle. Since the deal was negotiated a year ago, banks have become much more reluctant to lend money.

Some of the same investment banks that have agreed to provide financing for the BCE deal are trying to back out of a deal to back the $20-billion US takeover of Clear Channel Communications.

On that front, Clear Channel scored a major victory Thursday after a judge ordered the banks to fund the buyout.

A spokeswoman for Teachers' told CBC News on Wednesday that the pension fund expects that the banks "will honour their financing obligations" for the BCE deal.  BCE repeated Thursday that it expects the deal will close near the end of the second quarter.

BCE shares closed Thursday up $1.22 at $36.94 on the TSX — still well below the $42.75-a-share takeover offer price.

The stock has traded far below that price for months because of concern that the difficulties in global credit markets could delay or jeopardize the deal.