Shaw Communications Inc. (“Shaw”) is pleased to announce that both
Institutional Shareholder Services Inc. ("ISS") and Glass, Lewis
and Co. ("Glass Lewis") have recommended that holders of Shaw’s
Class A Participating Shares (“Class A Shares”) and Class B
Non-Voting Participating Shares (“Class B Shares”) vote FOR 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).
Favourable ISS and Glass Lewis
Recommendations
ISS and Glass Lewis are leading independent
proxy advisory firms that provide voting recommendations to
institutional shareholders.
In reaching its conclusion, ISS
noted:
“The value of consideration offered to Non-Shaw
Family Shareholders represents a significant premium to the
unaffected price of both Class A (33.5 percent) and Class B Shares
(69.5 percent), while all cash consideration will provide immediate
liquidity and certainty of value. Shaw has ensured that there is no
premium paid in respect of Class A Shares versus Class B Shares.
Finally, the sale process undertaken by Shaw appears to be
adequate, with reference and context to the Shaw's size and
position within the Canadian telecommunications industry and the
fact that Shaw negotiated on a non-exclusive basis for a reasonable
period with two parties. In light of the foregoing, shareholder
approval of this resolution is warranted.”
In reaching its conclusion, Glass Lewis
noted:
“We note this high-water mark also materially
exceeds Shaw’s stand-alone average trailing EBITDA multiple during
each of the one-year periods ended March 12, 2019, 2020 and 2021
(i.e. 9.6x, 8.9x and 8.0x, respectively), suggesting investors have
little historical cause to anticipate the Company would
independently achieve a similar valuation on a durable basis in the
near- to medium-term. That conclusion is bolstered by reference to
the following: (i) the unaffected closing price of Shaw’s more
widely floated Class B shares never topped C$31.67 per share across
the Company’s nearly 40-year trading period prior to the
announcement; and (ii) based on industry analyst reports available
at the time of announcement, Shaw’s Class B shares had a consensus
median price target of just C$27.00, moderately above the Company’s
pre-announcement price (i.e. $23.90 per share) and well below the
C$40.50 per share offer. In short, whether viewed in context with
other industry deals or Shaw’s anticipated stand-alone trajectory,
the all-cash arrangement available to unaffiliated investors
appears to reflect a rather compelling exit value.”
Shaw Special Meeting of
Shareholders
A special meeting (the “Meeting”) of holders of
Class A Shares (“Class A Shareholders”) and holders of Class B
Shares (“Class B Shareholders”) will be held virtually on May 20,
2021 at 10:00 a.m. (Mountain time).
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
management information circular filed on April 23, 2021 (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.
The Board of Directors of Shaw recommends that
Class A Shareholders and Class B 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) 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 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”).
How to Vote
Regardless of whether you are able to attend the
Meeting, Class A Shareholders and Class B Shareholders are
encouraged to vote before the proxy deadline of 10:00 a.m.
(Mountain time) on May 18, 2021.
Shareholders can vote by visiting
www.proxyvote.com and entering their control number. Complete
details on how to vote and how to participate at the Meeting via
the live webcast are contained in the Circular or can be obtained
by contacting our strategic shareholder advisor and proxy
solicitation agent, Kingsdale Advisors (contact information
below).
The completion of the Arrangement is subject to,
among other things, the approval of at least 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 Living Trust, the controlling shareholder
of Shaw, and related persons as provided for under the
Arrangement), 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.
Shareholder Questions
Shareholders that have any questions, have not
received their materials or need additional information with
respect to the voting of their shares should consult their
financial, legal, tax or other professional advisor, or contact our
strategic shareholder advisor and proxy solicitation agent,
Kingsdale Advisors, at 1-888-518-6554 toll free in North America,
or at 1-416-867-2272 outside of North America, or by e-mail at
contactus@kingsdaleadvisors.com.
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 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, 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 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.
For further information, please contact: Shaw
Investor Relations investor.relations@sjrb.ca
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