Shaw Communications Inc. (“Shaw”) is pleased to announce that
holders of its Class A Participating Shares (the “Class A Shares”)
and Class B Non-Voting Participating Shares (the “Class B Shares”)
have overwhelmingly voted in favour of the previously announced
plan of arrangement (the “Arrangement”) for the proposed business
combination with Rogers Communications Inc. (“Rogers”) at the
special meeting of Shaw’s shareholders (the “Meeting”) held on May
20, 2021.
“Today marks an important milestone in the
journey to combine Shaw and Rogers, creating a truly national
network provider with far-reaching and multigenerational benefits
for all Canadians,” said Brad Shaw, Executive Chair & CEO.
“Shaw’s shareholders overwhelmingly supported
the transaction and the high voter turnout, which exceeded 70%,
represents a strong endorsement for the combination.”
“We have taken an extraordinary and historic
step towards a future with unlimited potential where connectivity
and leading 5G technology will enable so much more than we can even
imagine today,” Mr. Shaw said.
Shaw Shareholders Approve Plan of
Arrangement
The completion of the Arrangement requires the
approval of at least two-thirds of the votes cast by the holders of
the Class A Shares (the “Class A Shareholders”) and Class B Shares
(the “Class B Shareholders”) at the Meeting, voting separately as a
class, as well as majority of the minority approval under
Multilateral Instrument 61-101 - Protection of Minority Security
Holders in Special Transactions (“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, and any other
person required to be excluded for the purposes of MI 61-101), each
voting separately as a class.
Details of the voting results will be filed
under Shaw's profile on SEDAR, which is available online at
www.sedar.com. The voting results from the Meeting are as
follows:
|
Outcome of Vote: For |
|
Votes For |
|
Votes Against |
|
# |
|
% |
|
# |
|
% |
Class A Shareholders |
21,214,833 |
|
99.72 |
% |
|
59,976 |
|
0.28 |
% |
Class B Shareholders |
337,249,852 |
|
99.83 |
% |
|
559,026 |
|
0.17 |
% |
Class A Shareholders (excluding votesattached to the Class A Shares
required tobe excluded for the purposes of “minorityapproval” under
MI 61-101) |
3,432,233 |
|
98.28 |
% |
|
59,976 |
|
1.72 |
% |
Class B Shareholders (excluding votesattached to the Class B Shares
required tobe excluded for the purposes of “minorityapproval” under
MI 61-101) |
298,365,129 |
|
99.81 |
% |
|
559,026 |
|
0.19 |
% |
As of the record date (April 6, 2021) for the
Meeting, there was a total of 22,372,064 Class A Shares and
476,285,262 Class B Shares outstanding.
Shaw will be seeking a final order from the
Alberta Court of Queen’s Bench on May 25, 2021 to approve the
Arrangement.
The transaction remains subject to other
customary closing conditions, including approvals from certain
Canadian regulators. Shaw and Rogers intend to work cooperatively
and constructively with the Competition Bureau, Innovation, Science
and Economic Development Canada and the Canadian Radio-television
and Telecommunications Commission in order to secure the requisite
approvals. Subject to receipt of all required approvals and
satisfaction of all closing conditions, the Arrangement is expected
to be completed in the first half of 2022.
Rogers Exercises Right to
Require Shaw to Redeem its Preferred
Shares
Pursuant to the terms of the Arrangement
Agreement entered into by Shaw and Rogers on March 13, 2021, Rogers
has exercised its right to require Shaw to redeem all of Shaw’s
issued and outstanding preferred shares (at the redemption price of
$25.00 per share plus any accrued and unpaid dividends up to but
excluding the redemption date) on June 30, 2021 in accordance with
their terms. Shaw expects to provide notice of its intention to
redeem the preferred shares to the registered holders thereof on
May 28, 2021.
Cautionary Statement
This news release includes “forward-looking
information” within the meaning of applicable securities laws
relating to, among other things, the receipt of required court,
regulatory or other approvals, the ability of the parties to
satisfy the other conditions to the closing of the Arrangement, the
anticipated time for closing of the Arrangement and the redemption
of the preferred shares. 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 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.
For further information, please contact:Shaw
Investor Relations investor.relations@sjrb.ca
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