Rogers Communications Inc. (“Rogers”), Shaw Communications Inc.
(“Shaw”) and Quebecor Inc. (“Quebecor”) today announced an
agreement (the “Divestiture Agreement”) for the sale of Freedom
Mobile Inc. (“Freedom”) to Quebecor, subject to regulatory approval
(the “Freedom Transaction”). The Freedom Transaction will ensure
the presence of a strong and sustainable fourth wireless carrier
across Canada. The parties strongly believe the agreement
effectively addresses the concerns raised by the Commissioner of
Competition and the Minister of Innovation, Science and Industry
regarding viable and sustainable wireless competition in Canada.
Under the terms of the Divestiture Agreement, Quebecor has
agreed to buy Freedom on a cash-free, debt-free basis at an
enterprise value of C$2.85 billion, expanding Quebecor’s wireless
operations nationally. The Divestiture Agreement provides for the
sale of all of Freedom branded wireless and Internet customers as
well as all of Freedom’s infrastructure, spectrum and retail
locations. It also includes a long-term undertaking by Shaw and
Rogers to provide Quebecor transport services (including backhaul
and backbone) and roaming services. The parties will work
expeditiously and in good faith to finalize definitive
documentation.
As Freedom’s new owner, Quebecor will bring a strong operational
track record, a history of competing vigorously and successfully in
telecommunications services, including its wireless brands in
Quebec and Eastern Ontario, and significant financial and spectrum
resources to enable an expedient path to the next evolution of 5G
technology for Freedom.
“Our agreement with Quebecor to divest Freedom is a critical
step towards completing our proposed merger with Shaw. We strongly
believe the divestiture will meet the Government of Canada’s
objective of a strong and sustainable fourth wireless services
provider,” said Tony Staffieri, President and CEO of Rogers. “This
agreement between proven cable and wireless companies will ensure
the continuation of a highly competitive market with robust future
investments in Canada’s world class networks. We look forward to
securing the outstanding regulatory approvals for our merger with
Shaw so that we can deliver significant long-term benefits to
Canadian consumers, businesses and the economy.”
“This is a truly Canadian-made solution that will benefit all
Canadians by delivering increased competition and choice, the next
generation of telecommunications services and enabling the
transformative benefits of a combined Rogers and Shaw. We look
forward to completing the Shaw Transaction which would make Rogers
a truly national telecommunications provider.” said Edward Rogers,
Chairman of Rogers Communications.
“This is a turning point for the Canadian wireless market,” said
Pierre Karl Péladeau, President and CEO of Quebecor. “Quebecor's
Videotron subsidiary is the strong 4th player who, coupled with
Freedom’s solid footprint in Ontario and Western Canada, can
deliver concrete benefits for all Canadians. We have always
believed that for there to be healthy competition in wireless
services only a player with a proven track record can successfully
enter the market. This is a value-added transaction for all
consumers and the Canadian economy. After fifteen years of growth
in the Quebec wireless market, we have demonstrated our expertise,
our ability to innovate and our financial strength. Now we are
taking another step to bring the opportunities our customers
already enjoy to consumers across Canada.” Mr. Péladeau added that
Quebecor and Rogers have always had a strong relationship.This
trilateral agreement with Shaw is yet another example.
“Today’s announcement marks an important milestone in our bold
and transformative journey to join together with Rogers,” said Brad
Shaw, Executive Chairman and CEO of Shaw. "Since Shaw entered the
wireless business in 2016, we have made significant strides towards
changing the Canadian wireless landscape. We made a promise to
Canadians that we would increase choice and affordability and I’m
proud to say we delivered on that promise. Today's announcement
ensures that Freedom Mobile will remain a strong competitor.”
Required Approvals
The Freedom Transaction is conditional, among other things, on
clearance under the Competition Act and the approval of ISED and
would close substantially concurrently with closing of the
Rogers-Shaw transaction.
The Rogers-Shaw transaction, announced March 15, 2021 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, and remains subject to review by the
Competition Bureau and the Minister of Innovation, Science and
Industry (ISED).
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 terms and conditions of the
Freedom Transaction, the anticipated benefits and effects of the
Freedom Transaction and the Rogers-Shaw Transaction and the timing
thereof, the potential timing and anticipated receipt of the
required regulatory approvals for the Freedom Transaction and the
Rogers-Shaw Transaction, and the anticipated timing for closing of
the Freedom Transaction and the Rogers-Shaw
Transaction. 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 the current objectives, strategies and
intentions of Rogers, Shaw, or Quebecor to change. Such risks,
uncertainties and other factors include, among others, the
possibility that the Freedom Transaction or the Rogers-Shaw
Transaction will not be completed in the expected timeframe or at
all; the failure to obtain any necessary regulatory approvals in
connection with the Freedom Transaction or the Rogers-Shaw
Transaction in the expected timeframe or at all; the possibility
that the parties will not be able to reach a resolution with the
Commissioner of Competition or ISED regarding the Rogers-Shaw
Transaction; pending or potential litigation associated with the
Rogers-Shaw Transaction or the Freedom Transaction, including any
hearing or proceeding by or involving regulatory authorities; the
failure to realize the anticipated benefits of the Freedom
Transaction and the Rogers-Shaw 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 the future results or plans of
Rogers, Shaw or Quebecor. 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, Shaw and Quebecor can
also be found in their public reports and filings which are
available under their respective profiles on as applicable
www.sedar.com and www.sec.gov.
Forward-looking information is provided herein for the purpose
of giving information about the Freedom Transaction and the
Rogers-Shaw Transaction, their expected timing and their
anticipated benefits. Readers are cautioned that such information
may not be appropriate for other purposes. The completion of the
Freedom Transaction and the Rogers-Shaw Transaction is subject to
certain closing conditions, termination rights and other risks and
uncertainties including, without limitation, regulatory approvals
and, in the case of the Freedom Transaction, agreement by the
parties of the terms of a definitive agreement on or before July
15, 2022 or such other date as agreed by the parties. There can be
no assurance that such regulatory approvals will be obtained or
that either the Freedom Transaction or the Rogers-Shaw Transaction
will occur, or that either will occur on the terms and conditions
described herein or previously announced. The Freedom Transaction
and the Rogers-Shaw Transaction could be modified, restructured or
terminated. There can be no assurance that the Freedom Transaction
or the Rogers-Shaw Transaction will be acceptable to regulatory
authorities and, if applicable, will be completed in order to
permit the Freedom Transaction or the Rogers-Shaw Transaction to be
consummated. Finally, there can be no assurance that the
anticipated benefits of either the Freedom Transaction or the
Rogers-Shaw Transaction will be achieved 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. Neither Rogers, Shaw nor Quebecor are under any
obligation (and Rogers, Shaw and Quebecor 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 RogersRogers 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
About Quebecor Inc.Quebecor, a Canadian leader
in telecommunications, entertainment, news media and culture, is
one of the best-performing integrated communications companies in
the industry. Driven by their determination to deliver the best
possible customer experience, all of Quebecor’s subsidiaries and
brands are differentiated by their high-quality, multiplatform,
convergent products and services.
Québec-based Quebecor (TSX: QBR.A, QBR.B) employs nearly 10,000
people in Canada.
A family business founded in 1950, Quebecor is strongly
committed to the community. Every year, it actively supports more
than 400 organizations in the vital fields of culture, health,
education, the environment and entrepreneurship.
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. contactChethan
Lakshman, VP, External
Affairs403-930-8448chethan.lakshman@sjrb.ca
Shaw Communications investment community
contactinvestor.relations@sjrb.ca
Quebecor Inc. media
contactmedias@quebecor.com
Quebecor Inc. investor relations contactHugues
Simard, Chief Financial Officerhugues.simard@quebecor.com
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