The Competition Bureau late Monday gave conditional approval to Bell Canada’s takeover of specialty broadcaster Astral Media Inc. under a deal that would see Bell divest Astral’s interest in several specialty and pay TV channels.

Bell parent BCE Inc. said it has committed to sell the properties through an agreement with the Competition Bureau and an amended filing with broadcast regulator the CRTC aimed at easing public concerns over media ownership concentration.

Bell would divest Astral’s share in the bilingual Teletoon/Télétoon service, Teletoon Retro, Cartoon Network (Canada) and French-language channels Télétoon Rétro, Historia and Série+ to Corus Entertainment. Corus would also acquire two Astral radio stations in Ottawa, with the overall deal valued at $400.6 million

BCE is trying to win approval for its $3.38 billion acquisition of Astral after the plan was rejected in October by the Canadian Radio-television and Telecommunications Commission. The CRTC said the combination would put too much media ownership in BCE’s hands, limit competition and hurt consumers.

The CRTC said it will publish details of a subsequent Bell offer, possibly Wednesday and could then set dates for a new round of public hearings. Mirko Bibic, Bell’s chief legal and regulatory officer, said the revised offer submitted to the CRTC includes the same asset divestiture plan agreed to with the Competition Bureau, but also details Bell’s funding commitments to bolster Canadian broadcast content.

The Competition Bureau said the agreement also puts restrictions on Bell, including a prohibition on imposing restrictive bundling requirements on any provider seeking to carry The Movie Network or Super Écran.

The bureau said without the agreement, Bell’s acquisition of Astral’s pay and specialty television channels would “likely have led to increased prices, less innovation and reduced choice for television programming.”

Bell has indicated that it will divest itself of a number of radio stations to comply with CRTC policy but will retain eight Astral TV services: the French-language SuperÉcran, CinéPop, Canal Vie, Canal D, VRAK TV, and Z Télé, and English-language services The Movie Network, which includes HBO Canada, and TMN Encore.

The retained channels, along with retained radio and Astral’s out-of-home advertising business, represent about 77 per cent of Astral’s operating earnings, BCE said.

“This positive news from the Competition Bureau is a major step forward in uniting Astral and Bell Media and delivering on our promise to grow investment and competition in Canadian broadcasting,” said George Cope, BCE CEO.

Overall, the divestitures leave BCE media unit Bell Media with a French-language viewing share of 23 per cent, below competitor Québecor’s 30.5 per cent. In English-language viewership, Bell Media will have a 35.7 per cent share, 2 per cent more than Bell Media’s current share, Bell said.

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Bell will also sell the English-language Family (including Disney Junior English) and Disney XD services, and the French-language Disney Junior, Musimax and MusiquePlus services, through an auction process that is now under way.

As well, Bell has filed a separate application with the CRTC requesting an exception from application of the common ownership policy to allow the continued operation of TSN Radio 690 by Bell Media as an English-language sports station.

As originally announced in March 2012, the transaction would have given Bell Media control of more than 100 radio stations and almost 90 television channels.

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