Shaw Announces $548 Million Secondary Offering of Corus Class B Shares
May 14 2019 - 4:18PM
Shaw Communications Inc. (“Shaw”) announced today that it has
entered into an agreement with Corus Entertainment Inc. (“Corus”)
and a syndicate of underwriters led by TD Securities Inc.
(collectively the “Underwriters”), pursuant to which the
Underwriters have agreed to purchase from Shaw, on a bought deal
basis, 80,630,383 Class B non-voting participating shares of Corus
(the “Class B Shares”) at a price of $6.80 per Class B Share for
total gross proceeds to Shaw of approximately $548 million (the
“Offering”). The proceeds of the Offering will be payable to Shaw
and will be used for general corporate purposes, which may include
the repayment of outstanding indebtedness. Corus will not receive
any proceeds of, and Shaw will pay all expenses and fees associated
with, the Offering. Following the closing of the Offering, Shaw
will no longer hold an equity interest in Corus.
The Class B Shares will be offered by way of a
short form prospectus in all of the provinces of Canada and may
also be offered by way of private placement in the United States.
Closing of the Offering is expected to occur on or about May 31,
2019 and is subject to, and conditional upon, customary closing
conditions.
The securities referred to herein have not been
and will not be registered under the United States Securities Act
of 1933 (the “US Securities Act”), as amended, and may not be
offered or sold in the United States absent registration or an
applicable exemption from registration requirements of the US
Securities Act. This news release does not constitute an offer to
sell or the solicitation of any offer to buy, nor will there be any
sale of these securities, in any province, state or jurisdiction in
which such offer, solicitation or sale would be unlawful prior to
the registration or qualification under the securities laws of any
such province, state or jurisdiction.
About Shaw Communications
Inc.
Shaw Communications Inc. is a leading Canadian
connectivity company. The Wireline division consists of Consumer
and Business services. Consumer serves residential customers with
broadband Internet, Shaw Go WiFi, video and digital phone. Business
provides business customers with Internet, data, WiFi, digital
phone, and video services. The Wireless division provides wireless
voice and LTE data services through an expanding and improving
mobile wireless network infrastructure.
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, SJR.PR.A, SJR.PR.B, NYSE – SJR, and TSXV – SJR.A). For
more information, please visit www.shaw.ca.
Caution Regarding Forward-Looking
Statements
Statements included in this news release that
are not historic constitute forward looking statements within the
meaning of applicable securities laws. Such statements include but
are not limited to the timing of closing of the Offering, the
satisfaction of closing conditions in connection with the Offering,
and the amount of proceeds from the Offering. These statements are
based on assumptions made by Shaw that it believes are appropriate
and reasonable in the circumstances, including without limitation
that Shaw and Corus will be able to satisfy the closing conditions
and close the Offering in a timely manner. It is possible that one
or more of these assumptions will not prove to be accurate. The
forward-looking statements herein are subject to risks, including
risks associated with capital and debt markets, any significant
change, event or occurrence constituting or arising from general
economic or market conditions in Canada or the United States, a
material change in the business, operations and capital of Shaw or
Corus which may have a significant adverse effect on the market
price or value of the Class B Shares, any change in law or
regulation which may have a material adverse effect on the
financial markets generally or the business, operations, assets,
affairs or profitability of Shaw or Corus, risks that may give rise
to the ability of the Underwriters to terminate the Offering, and
other risks as set forth in Shaw’s 2018 Annual Information Form and
2018 Annual Report filed with the securities regulatory authorities
in all provinces and territories of Canada and available at
www.sedar.com, and the Form 40-F filed with the United States
Securities and Exchange Commission. Undue reliance should not be
placed on any forward-looking statement. Except as required by law,
Shaw disclaims any obligation to update any forward-looking
statement.
For further information, please contact: Shaw Investor Relations
investor.relations@sjrb.ca
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