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To: Jim Lurgio who wrote (22288)	2/1/1999 10:17:00 AM
From: Valueman	Read Replies (1) \| Respond to of 152472

Monday February 1, 10:09 am Eastern Time Company Press Release Nortel Networks to Make CDN $150 Million Investment in Bell Canada International Two Companies to Sign Co-Operation Agreement MONTREAL, QUEBEC--Bell Canada International Inc. (''BCI'') (Nasdaq symbol BCICF), announced today that it has entered into a Memorandum of Understanding with Northern Telecom Limited (''Nortel Networks'' or ''Nortel'') under which Nortel Networks has agreed to purchase Cdn$150 million of 6.5 percent Convertible Unsecured Subordinated Debentures due February 15, 2002 (the ''Nortel Debentures''); and the two companies will sign a Co-operation Agreement concerning selected future equity investments by BCI and equipment sales opportunities. Closing of the share issuance and the Co-operation Agreement, which is expected to occur on February 17, 1999, is subject to certain conditions, including receipt of regulatory approvals. Interest on the Nortel Debentures will compound semi-annually and be paid at maturity. Each Nortel Debenture will be convertible on maturity, at the option of the holder, into Common Shares of BCI. The holder will have the right to participate in the potential appreciation of BCI's publicly-traded share price up to a maximum of Cdn$27.1875 per share, with the maximum conversion value being Cdn$1,450 per Cdn$1,000 principal amount of Nortel Debentures. BCI has the option to pay the conversion value in the form of BCI Common Shares or cash. Under the proposed terms of the Co-operation Agreement, BCI and Nortel Networks will work together to increase their access to new telecom opportunities. The proceeds of the Nortel Debentures will be invested by BCI in projects where BCI plays a significant operating and managerial role and where Nortel Networks acts as a preferred equipment supplier. In announcing the Nortel-BCI agreement, Mr. Derek Burney, Chairman and CEO of BCI stated, ''BCI welcomes both this significant investment by Nortel Networks and our new Co-operation Agreement. A portion of Nortel's subscription proceeds are expected to be applied to BCI's recently announced Brazilian fixed wireless venture, where Nortel Networks is expected to play a key supplier role. Combined with the separately announced issuance of Cdn$200 million of convertible debentures to an underwriting syndicate, this transaction will increase BCI's capacity to secure selective new opportunities.'' The Nortel investment in BCI is one of two financial transactions announced today by BCI. Simultaneously, BCI will issue Cdn$200 million of Convertible Unsecured Subordinated Debentures to a syndicate led by RBC Dominion Securities Inc. The two transactions are conditional upon one another and will close concurrently. (see separate release dated February 1, 1999: Bell Canada International to issue Cdn$200 Million of Convertible Unsecured Subordinated Debentures'') Nortel Networks works with customers worldwide to design, build, and deliver telephony and IP-optimized networks. Customers include public and private enterprises and institutions; Internet service providers; local, long-distance, cellular and PCS communications companies, cable television carriers, and utilities. Nortel Networks' common shares are listed on the New York, Toronto, Montreal, Vancouver, and London stock exchanges. Nortel Networks had 1998 revenues of US$17.6 billion and has approximately 75,000 employees worldwide. BCI is a leading provider of telecommunications services in markets outside of Canada. The corporation owns, develops and operates telecommunications systems with a focus on the wireless sector. A subsidiary of BCE Inc. [NYSE:BCE - news], Canada's largest telecommunications company, BCI is listed on the Montreal and Toronto stock exchanges under the symbol BI, and on the Nasdaq National Market under the symbol BCICF. The securities offered have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any State in which such offer, solicitation or sale would be unlawful.