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 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.
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, NYSE
– SJR, and TSXV – SJR.A). For more information, please
visit www.shaw.ca
For more information:
Rogers Communications media
contact1-844-226-1338media@rci.rogers.com
Rogers Communications investment community
contactPaul
Carpino647-435-6470paul.carpino@rci.rogers.com
Shaw Communications Inc. contact:Chethan
Lakshman, VP, External
Affairs403-930-8448chethan.lakshman@sjrb.ca
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