Rogers Communications Inc. (“Rogers”) and Shaw Communications Inc.
(“Shaw”) were notified this afternoon following the close of
trading of the Commissioner of Competition’s intention to file
applications to the Competition Tribunal opposing Rogers’ proposed
merger with Shaw (the “Transaction”).
Rogers and Shaw remain committed to the
Transaction, which is in the best interests of Canada and Canadians
because of the significant long-term benefits it will bring for
consumers, businesses and the economy. The companies have offered
to address concerns regarding the possible impact of the
Transaction on Canada’s competitive wireless market by proposing
the full divesture of Shaw’s wireless business, Freedom Mobile.
Rogers and Shaw are engaged in a process to sell Freedom Mobile,
with a view to addressing concerns raised by the Commissioner of
Competition and ISED.
Rogers and Shaw will oppose the application to
prevent the Transaction to be made by the Commissioner of
Competition, while continuing to engage constructively with the
Competition Bureau in an effort to bring this matter to a
resolution and ensure that the Transaction’s benefits can be
realized by all Canadians.
The Transaction will provide a combined Rogers and
Shaw with the capabilities necessary to invest in digital
infrastructure, create jobs, drive innovation, increase choice, and
bridge the digital divide. In addition, the Transaction will foster
greater competition by creating Canada’s most robust wholly-owned
national network, and generating more choice for businesses and
consumers so they may realize the full economic and social benefits
of next generation networks.
Benefits of the Transaction
- Investing $2.5 billion to build 5G networks across Western
Canada over the next five years;
- Establishing a new $1 billion Rogers Rural and Indigenous
Connectivity Fund dedicated to connecting rural, remote, and
Indigenous communities across Western Canada;
- An additional $3 billion to support further network, services,
and technology investments;
- Creating up to 3,000 net new jobs in Western Canada; and
- Extending Rogers Connected for Success program extended across
Western Canada to bring the first of its kind low-cost broadband
program nationally to help seniors and low-income Canadians in
every community where the combined company offers Internet
services.
In order to permit continued engagement with the
Competition Bureau, Rogers, Shaw and the Shaw Family Living Trust
have agreed to extend the outside date of the Transaction to July
31, 2022. In addition, Rogers and Shaw will continue to seek
approval of the Transaction from the Ministry of Innovation,
Science and Economic Development.
The Transaction has already been approved by the
shareholders of Shaw and the Court of Queen’s Bench of Alberta, and
the Canadian Radio-television and Telecommunications Commission
(CRTC) has approved Rogers’ acquisition of Shaw’s broadcasting
services, subject to conditions and safeguards designed to ensure
that the Transaction benefits Canadians. In addition, the
Transaction remains subject to the approval of the Ministry of
Innovation, Science and Economic Development and other customary
closing conditions.
Rogers standalone financial guidance for 2022,
provided on April 20, 2022, remains unchanged.
Caution Regarding Forward Looking
Statements
This news release includes “forward-looking
statements” within the meaning of applicable securities laws,
including, without limitation, statements about the parties
engaging with regulators to resolve the matters described herein,
including by opposing the Commissioner of Competition’s
application, the potential timing and anticipated receipt of
required regulatory approvals for the Transaction or any related
divestitures, the ability of the parties to satisfy the conditions
to the closing of the Transaction (including any related
divestiture), the anticipated timing for closing of the Transaction
and any related divestitures, the expected continuation of Freedom
Mobile as a viable fourth wireless carrier and the anticipated
benefits and effects of the Transaction, including the timing
thereof. 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. Such risks, uncertainties and other factors
include, among others, the possibility that the Transaction, or
divestitures made in connection with the Transaction, will not be
completed in the expected timeframe or at all; the failure to
obtain any necessary regulatory approvals, including the approval
of the Minister of Innovation, Science and Economic Development and
any regulatory approval required in connection with any
divestiture, in the expected timeframe or at all; pending or
potential litigation associated with the Transaction, including any
hearing or proceeding by or involving regulatory authorities,
including the above-noted anticipated application; the failure to
realize the anticipated benefits of the Transaction in the expected
timeframe or at all; and general economic, business and political
conditions. 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. A comprehensive discussion of other risks that impact Rogers
and Shaw can also be found in their public reports and filings
which are available under their respective profiles at
www.sedar.com and www.edgar.com.
Forward-looking information is provided herein for
the purpose of giving information about the proposed Transaction,
its expected timing and its anticipated benefits, as well as
proposed divestitures in connection with the Transaction. Readers
are cautioned that such information may not be appropriate for
other purposes. The completion of the proposed Transaction is
subject to certain closing conditions, termination rights and other
risks and uncertainties including, without limitation, regulatory
approvals (including the approval of the Minister of Innovation,
Science and Economic Development). There can be no assurance that
such regulatory approvals will be obtained or that the Transaction
will occur, or that it will occur on the terms and conditions
previously announced. The Transaction could be modified,
restructured or terminated. Similarly, there can be no assurance
that Rogers and Shaw, will be successful in any hearing or
proceeding related to the Transaction. There can also be no
assurance that the outside date of the Transaction will be further
extended by the parties. There can be no assurance that any
divestiture proposed in connection with the Transaction will be
acceptable to regulatory authorities and, if applicable, will be
completed in order to permit the Transaction to be consummated.
Finally, there can be no assurance that the combined company will
achieve the anticipated benefits of the Transaction in the expected
timeframe or at all.
All forward-looking statements are made pursuant
to the “safe harbour” provisions of the applicable Canadian and
United States securities laws. Rogers and Shaw are under no
obligation (and Rogers and Shaw 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.
About Shaw 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, NYSE – SJR, and TSXV – SJR.A). For more information,
please visit www.shaw.ca
About Rogers Rogers is a leading
Canadian technology and media company that provides world-class
communications services and entertainment to consumers and
businesses on our award-winning networks. Our founder, Ted Rogers,
purchased his first radio station, CHFI, in 1960. Today, we are
dedicated to providing industry-leading wireless, cable, sports,
and media to millions of customers across Canada. Our shares are
publicly traded on the Toronto Stock Exchange (TSX: RCI.A and
RCI.B) and on the New York Stock Exchange (NYSE: RCI). For more
information, please
visit: www.rogers.com or http://investors.rogers.com.
For more information: Rogers
Communications media contact 1-844-226-1338
media@rci.rogers.com
Rogers Communications investment community
contact Paul Carpino 647-435-6470
paul.carpino@rci.rogers.com
Shaw Communications Inc. contact:
Chethan Lakshman, VP, External Affairs 403-930-8448
chethan.lakshman@sjrb.ca
For media inquiries, please
contact: Shaw Communications Inc. Chethan Lakshman, VP,
External Affairs (403) 930-8448 chethan.lakshman@sjrb.ca
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