AlarmForce and BCE Update Terms of Arrangement to Facilitate Transfer of Shares Through a Holdco Alternative

TORONTO, ONTARIO--(Marketwired - Nov. 14, 2017) - AlarmForce Industries Inc. ("AlarmForce" or the "Company") (TSX:AF) announced today that AlarmForce and BCE Inc. ("BCE") (TSX:BCE)(NYSE:BCE) have entered into an amended and restated arrangement agreement (the "Amended and Restated Arrangement Agreement") to amend and restate certain terms of the previously announced arrangement agreement (the "Original Arrangement Agreement") dated November 6, 2017 between AlarmForce and BCE, pursuant to which BCE agreed to acquire all of the issued and outstanding shares in the capital of AlarmForce, to facilitate the transfer of AlarmForce's shares through a Holdco Alternative (as defined below). The amendments had been contemplated by Section 2.7(1) of the Original Arrangement Agreement.

As previously disclosed:

• the transaction will be implemented by way of a statutory plan of arrangement under the Canada Business Corporations Act and is subject to court approval and the approval of at least two‐thirds of the votes cast by holders of AlarmForce's shares and a majority of the votes cast by the holders of AlarmForce's shares (excluding the votes cast by two executive officers holding approximately 3.0% of the fully-diluted AlarmForce shares); and

• under the terms of the transaction, AlarmForce shareholders will receive, at the election of each such shareholder, either (i) $16.00 in cash or (ii) BCE shares for each AlarmForce share, subject to proration such that the aggregate consideration paid to all of AlarmForce shareholders will consist of no more than 49.5% in BCE shares. The final share consideration will be based on BCE's volume-weighted average closing share price on the TSX for the twenty trading days ending five business days prior to the effective date of the transaction.

Under the terms of the Amended and Restated Arrangement Agreement, BCE has agreed to allow each AlarmForce shareholder to elect to form a new wholly-owned subsidiary (a "Holdco") and to transfer their AlarmForce shares to their Holdco in exchange for shares of Holdco, which Holdco shares would then be sold to BCE in lieu of a direct sale of AlarmForce shares, provided certain conditions are met (the "Holdco Alternative"). Under the Holdco Alternative, Holdco shares would be sold for the same aggregate consideration as would otherwise be received on the direct sale of AlarmForce shares. AlarmForce shareholders electing the Holdco Alternative may elect to receive either cash consideration or, subject to proration, BCE shares, and the consideration payable to such shareholders remains unchanged under the Amended and Restated Arrangement Agreement.