BCE Inc., Canada's largest telecommunications group, has agreed to a C$51.7 billion ($48.5 billion) offer from a group including the Ontario Teachers Pension Plan, in what the purchasers said was the largest buyout in Canadian corporate history.

BCE said in a statement that the consortium, led by the pension plan's investment arm Teachers Private Capital, Providence Equity Partners Inc. and Madison Dearborn Partners, LLC., was offering C$42.75 a share for BCE.

It said that was a 40 percent premium over what it called the undisturbed share price, or the price before BCE put itself up for sale. BCE shares closed at C$40.34 on the Toronto Stock Exchange on Friday.

The all-cash transaction is valued at C$51.7 billion, including C$16.9 billion of debt, preferred equity and minority interests, BCE said, adding that it expected the deal to close in the first quarter of next year.

The transaction, which the BCE board is recommending to shareholders, includes a break fee of C$800 million payable by BCE in certain circumstances if the deal falls through, and a reverse break-up fee of C$1 billion that would be payable by the buyers.

BCE said Teachers Private Capital would own 52 percent of the company, which meets Canadian rules that telecommunications firms are majority-owned by Canadian firms. Providence would hold 32 percent, Madison Dearborn 9 percent and other Canadian investors would hold 7 percent.

Investment Canada