Shaw Communications Inc. (“Shaw”) announces the filing of a
management information circular dated April 14, 2021 (the
“Circular”) and related meeting and proxy materials, which will be
mailed to holders of Shaw’s Class A Participating Shares (“Class A
Shares”) and Class B Non-Voting Participating Shares (“Class B
Shares”) in connection with the proposed business combination with
Rogers Communications Inc. (“Rogers”).
Shaw and Rogers agreed to combine their
respective businesses in accordance with an arrangement agreement
dated March 13, 2021 pursuant to which Rogers will acquire all of
Shaw’s issued and outstanding Class A Shares and Class B Shares.
The transaction will be implemented by way of a court-approved plan
of arrangement (the “Arrangement”) under the Business Corporations
Act (Alberta).
A special committee (“Special Committee”) of
independent directors of Shaw’s Board has unanimously recommended,
after consulting with its financial and legal advisors, and based
upon, among other things, the fairness opinion received from CIBC
World Markets Inc. (“CIBC”), that the Board approve the Arrangement
and unanimously recommend that holders of Class A Shares (“Class A
Shareholders”) and holders of Class B Shares (“Class B
Shareholders”) (other than the Shaw Family Living Trust, the
controlling shareholder of Shaw, and related persons as provided
for under the Arrangement, collectively, the “Shaw Family
Shareholders”) vote in favour of the Arrangement.
The Board has unanimously (with Bradley Shaw
abstaining) approved, after consultation with its respective
financial and legal advisors, and based upon, among other things,
the fairness opinion received from TD securities Inc. and the
unanimous recommendation from the Special Committee (including the
fairness opinion received from CIBC), the Arrangement and
unanimously recommends that the Class A Shareholders and Class B
Shareholders (other than the Shaw Family Shareholders) vote in
favour of the Arrangement.
Shaw’s Board and senior management have agreed
to vote all of the shares they own, or exercise control or
direction over, in favour of the Arrangement. The Shaw Family
Shareholders have also irrevocably agreed to vote all of their
Class A Shares (representing approximately 79% of the outstanding
Class A Shares as of the Record Date (as defined below)) and Class
B Shares (representing approximately 8% of the outstanding Class B
Shares as of the Record Date) in favour of the Arrangement. In
addition, Cathton Investments Ltd. and, more recently, New Horizons
Communications Holdings Ltd. have agreed to vote all of their Class
A Shares in favour of the Arrangement, representing approximately
67% of the outstanding Class A Shares not held by the Shaw Family
Shareholders, being 67% of the Class A Shares entitled to be voted
as part of the separate Class A Share “majority of the minority”
vote required under Multilateral Instrument 61-101 – Protection of
Minority Security Holders in Special Transactions (“MI
61-101”).
Shaw Special Meeting of
Shareholders
In accordance with the terms of the interim
order of the Court of Queen’s Bench of Alberta obtained on April
19, 2021, a special meeting (the “Meeting”) of Class A Shareholders
and Class B Shareholders will be held virtually on May 20, 2021 at
10:00 a.m. (Mountain time). A copy of the interim order is included
in the Circular.
The purpose of the Meeting is for the Class A
Shareholders and Class B Shareholders to consider and vote on a
resolution approving the Arrangement, as described in the Circular.
Only Class A Shareholders and Class B Shareholders of record at the
close of business on April 6, 2021 (the “Record Date”) will be
entitled to vote at the Meeting, subject to the rights of certain
transferees of shares who become shareholders following the Record
Date to vote (as set out in the Circular). Due to COVID-19 and
related recommendations of Canadian public health officials, the
Meeting will be conducted via live webcast online at
www.virtualshareholdermeeting.com/shawspecial2021.
How to Vote
All Class A Shareholders and Class B
Shareholders are encouraged to vote at the Meeting (virtually) or
by proxy. Details on how to vote and how to participate at the
Meeting via the live webcast are contained in the Circular.
The completion of the Arrangement is subject to,
among other things, the approval of two thirds of the votes cast by
the Class A Shareholders and Class B Shareholders at the Meeting,
voting separately as a class, as well as majority of the minority
approval under MI 61-101 of the Class A Shareholders and Class B
Shareholders (which requires the approval of a majority of votes
cast by such shareholders at the Meeting, excluding the votes of
the Shaw Family Shareholders and any other person required to be
excluded for the purposes of MI 61-101), each voting separately as
a class.
About the Transaction
The Arrangement remains subject to other
customary closing conditions, including court approval and
approvals from certain Canadian regulators. Shaw and Rogers intend
to work cooperatively and constructively with the Competition
Bureau, the Ministry of Innovation, Science and Economic
Development and the Canadian Radio-television and
Telecommunications Commission in order to secure the requisite
regulatory approvals. Subject to receipt of all required approvals
and satisfaction of all closing conditions, the Arrangement is
currently anticipated to be completed in the first half of
2022.
Shaw's shareholders are encouraged to read the
Circular and its appendices carefully and in their entirety. The
Circular has been filed on Shaw’s profile on SEDAR at www.sedar.com
and is available on Shaw’s website at www.shaw.ca.
Contact Details
Investment community contact:
Shaw Investor
Relationsinvestor.relations@sjrb.ca
Media contact:
Chethan Lakshman, VP, External
Affairschethan.lakshman@sjrb.ca(403) 930-8448
Cautionary statement
This news release includes “forward-looking
information” within the meaning of applicable securities laws
relating to, among other things, the timing and anticipated receipt
of required shareholder, regulatory, court, stock exchange or other
approvals, the ability of the parties to satisfy the other
conditions to the closing of the Arrangement and the anticipated
timing for closing of the Arrangement. Forward-looking information
may in some cases be identified by words such as “will”,
“anticipates”, “expects”, “intends” and similar expressions
suggesting future events or future performance.
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 our current objectives, strategies and
intentions to change. 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 our future results or
plans. 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. However, we are under no obligation (and we expressly
disclaim 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.Forward-looking information is
provided herein for the purpose of giving information about the
proposed transaction referred to above and its expected impact.
Readers are cautioned that such information may not be appropriate
for other purposes. The completion of the above-mentioned proposed
Arrangement is subject to customary closing conditions, termination
rights and other risks and uncertainties including, without
limitation, court, stock exchange, shareholder and regulatory
approvals. Accordingly, there can be no assurance that the proposed
transaction will occur, or that it will occur on the terms and
conditions contemplated in this news release. The proposed
transaction could be modified, restructured or terminated. In
addition, if the transaction is not completed, and Shaw continues
as an independent entity, there are risks that the announcement of
the transaction and the dedication of substantial resources by Shaw
to the completion of the transaction could have an impact on Shaw’s
current business relationships (including with future and
prospective employees, customers, distributors, suppliers and
partners) and could have a material adverse effect on the current
and future operations, financial condition and prospects of Shaw.A
comprehensive discussion of other risks that impact Shaw can also
be found in its public reports and filings which are available
under its profile on SEDAR at www.sedar.com.
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.
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.
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