Rogers and Shaw to Proceed With Transformative Merger
TORONTO and CALGARY, Alberta, March 31, 2023 (GLOBE NEWSWIRE) -- Rogers Communications Inc. and Shaw Communications Inc. announced today their historic merger is expected to close prior to the outside date of April 7, 2023 after receiving final regulatory approval.
“We are very pleased to move forward with this transformative merger and proudly deliver on our commitments to enhance and expand network coverage, connect underserved communities, and improve access for low-income Canadians,” said Tony Staffieri, President and CEO, Rogers. “Building on a shared legacy with Shaw, we will invest substantially to bring more choice, more value, and more connectivity to Canadians across the country.”
These merger commitments build on the two companies’ 50+ years of investing in Canada and Canadians. Over the past 10 years alone, Rogers and Shaw have invested over $40 billion building the world-class networks of the combined company. The Rogers-Shaw merger builds on the deep investment legacies of JR Shaw and Ted Rogers, two of Canada’s greatest entrepreneurs.
“Today begins an exciting new chapter for the future of connectivity in Canada,” said Brad Shaw, Executive Chair and CEO, Shaw. “In today’s telecommunications industry, we recognize that companies need even greater scale to compete and make ongoing investments for future technology. This merger will provide the scale necessary for the future success and competitiveness of the wireline business that Shaw has built over the past five decades.”
Rogers today reaffirmed the company’s merger commitments, including:
“As a proud Canadian company, we’re deeply committed to delivering on our promises and we can’t wait to get started,” added Staffieri.
Today, the Honourable François-Philippe Champagne, Minister of Innovation, Science and Industry, also provided final approval to transfer Shaw’s spectrum licenses to Videotron. As part of this process, Rogers provided the Minister with legally enforceable undertakings to implement the commitments described above, including annual reporting and financial penalties for non-compliance. Prior to the close of the Rogers-Shaw merger (the “Rogers-Shaw Merger”), Shaw will sell Freedom Mobile to Videotron (the “Freedom Transaction”).
The decision of the Competition Tribunal on December 31, 2022, which was upheld by the Federal Court of Appeal on January 24, 2023, allowed the Rogers-Shaw Merger and Freedom Transaction to proceed.
The Rogers-Shaw Merger had already been approved by the shareholders of Shaw and the Court of King’s Bench of Alberta, and the transfer of Shaw’s broadcasting licences to Rogers had been approved by the Canadian Radio-television and Telecommunications Commission. Having received all required regulatory approvals, the Rogers-Shaw Merger and Freedom Transaction remain subject only to customary closing conditions.
Information for Shaw Securityholders
Rogers intends to amalgamate with Shaw immediately following the completion of the Rogers-Shaw Merger. As a result of the amalgamation, Rogers will become the issuer and assume Shaw’s obligations under the indenture (the “Shaw indenture”) governing eight series of outstanding notes that were originally issued by Shaw (the “Shaw senior notes”). The Shaw indenture will be amended to reflect this and to make other administrative changes. The supplemental indenture effecting those amendments, and the Shaw indenture, will thereafter be filed under Rogers’ profile on SEDAR at www.sedar.com. In connection with the Rogers-Shaw Merger, Rogers Communications Canada Inc. will provide a guarantee of the payment obligations under the Shaw senior notes (which guarantee may be terminated in certain circumstances). The total aggregate principal amount of the Shaw senior notes outstanding today is $4.55 billion.
Caution Regarding Forward Looking Information
We caution that all forward-looking information is inherently subject to change and uncertainty and that actual results may differ materially from those expressed or implied by the forward-looking information. A number of risks, uncertainties and other factors could cause actual results and events to differ materially from those expressed or implied in the forward-looking information or could cause the current objectives, strategies and intentions of Rogers or Shaw to change. Such risks, uncertainties and other factors include, among others, the possibility that the Freedom Transaction or the Rogers-Shaw Merger will not be completed in the expected timeframe or at all; the outcome and timing of potential litigation associated with the Rogers-Shaw Merger or the Freedom Transaction; the inability to realize the anticipated benefits of the Freedom Transaction and the Rogers-Shaw Merger in the expected time frame or at all, or the possibility that the intended amalgamation between Rogers and Shaw immediately following the Rogers-Shaw Merger will not be completed in the expected timeframe or at all. Accordingly, we warn investors to exercise caution when considering statements containing forward-looking information and that it would be unreasonable to rely on such statements as creating legal rights regarding the future results or plans of Rogers or Shaw. We cannot guarantee that any forward-looking information will materialize and you are cautioned not to place undue reliance on this forward-looking information. Any forward-looking information contained in this news release represent expectations as of the date of this news release and are subject to change after such date. A comprehensive discussion of other risks that impact each of Rogers or Shaw can also be found in its public reports and filings, which are available under their respective profiles, as applicable, at www.sedar.com and www.sec.gov.
Forward-looking information is provided herein for the purpose of giving information about the Freedom Transaction and the Rogers-Shaw Merger, their expected timing and their anticipated benefits. Readers are cautioned that such information may not be appropriate for other purposes. The completion of the Freedom Transaction and the Rogers-Shaw Merger is subject to certain closing conditions, termination rights and other risks and uncertainties. There can be no assurance that such closing conditions will be satisfied or that the Freedom Transaction or the Rogers-Shaw Merger will occur on the terms and conditions described herein or previously announced. The Freedom Transaction and the Rogers-Shaw Merger could be modified, restructured or terminated. There can also be no assurance that the outside date of the Rogers-Shaw Merger will be further extended by the parties, or that the outside date of the Freedom Transaction will be extended by the parties to the extent necessary to permit closing of either transaction to occur. Finally, no assurance can be given that the anticipated benefits of the Freedom Transaction or of the Rogers-Shaw Merger will be delivered in the expected timeframe or at all.
All statements containing forward-looking information are made pursuant to the “safe harbour” provisions of the applicable Canadian and United States securities laws. None of Rogers or Shaw is under any obligation (and each of Rogers and Shaw expressly disclaims any such obligation) to update or alter any statements containing forward-looking information, the factors or assumptions underlying them, whether as a result of new information, future events or otherwise, except as required by law. All of the forward-looking information in this news release is qualified by the cautionary statements herein.
About Rogers Communications Inc.
About Shaw Communications Inc.
Shaw is traded on the Toronto and New York stock exchanges and is included in the S&P/TSX 60 Index (Symbol: TSX - SJR.B, NYSE - SJR, and TSXV - SJR.A). For more information, please visit www.shaw.ca.
For more information:
Rogers Investor Relations contact
Shaw Media Relations contact
Shaw Investor Relations contact