Corus Entertainment Inc. Announces Secondary Offering of Class B Non-Voting Participating Shares
May 14 2019 - 4:17PM
Corus Entertainment Inc. (“Corus” or the
“Company”) (TSX: CJR.B) announced today that Corus, together with
Shaw Communications Inc. (“Shaw” or the “Selling Shareholder”),
have entered into an agreement with a syndicate of underwriters led
by TD Securities Inc. (the “Underwriters”), pursuant to which the
Underwriters have agreed to purchase from the Selling Shareholder,
on a bought deal basis, an aggregate of 80,630,383 Class B
non-voting participating shares (“Class B Shares”) of Corus at a
price of $6.80 per Class B Share (the “Offering”), for total
gross proceeds to the Selling Shareholder of $548,286,604. Corus
will not receive any of the proceeds from the Offering.
The Selling Shareholder does not currently own
any Class A participating shares (“Class A Shares”) of the Company.
Upon completion of this offering, the Selling Shareholder will not
own or control, directly or indirectly, any Class A Shares or Class
B Shares.
The closing is expected to occur on or about May
31, 2019, subject to customary closing conditions.
The Class B Shares will be offered by way of a
short form prospectus to be filed with the Canadian securities
regulators in all of the provinces of Canada and may also be
offered in the United States to qualified institutional buyers
pursuant to Rule 144A under the United States Securities Act of
1933, as amended (the “U.S. Securities Act”) and
corresponding exemptions from registration under state securities
laws.
No securities regulatory authority has either
approved or disapproved of the contents of this news release. The
securities being offered have not been, and will not be, registered
under the U.S. Securities Act, or any state securities laws, and
may not be offered or sold in the United States or to, or for the
account or benefit of, any U.S. persons (as defined in Regulation S
under the U.S. Securities Act) unless pursuant to an exemption from
those registration requirements. This news release is for
information purposes only and does not constitute an offer to sell
or a solicitation of an offer to buy any securities of Corus in the
United States or any other jurisdiction in which such offer,
solicitation or sale would be unlawful.
Caution Concerning Forward-Looking
Information This press release contains forward-looking
information and should be read subject to the following cautionary
language:
To the extent any statements made in this report
contain information that is not historical, these statements are
forward-looking statements and may be “forward-looking information”
within the meaning of applicable securities laws (collectively,
“forward-looking information”). These forward-looking statements
relate to, among other things, our objectives, goals, strategies,
intentions, plans, estimates and outlook, including advertising,
distribution, merchandise and subscription revenues, operating
costs and tariffs, taxes and fees, and can generally be identified
by the use of words such as “believe”, “anticipate”, “expect”,
“intend”, “plan”, “will”, “may” and other similar expressions. In
addition, any statements that refer to expectations, projections or
other characterizations of future events or circumstances may be
considered forward-looking information. The forward-looking
information in this news release includes, without limitations,
expectations regarding the timing for the filing of the preliminary
short form prospectus relating to the Offering and the timing of
the closing of the Offering. Although Corus believes that the
expectations reflected in such forward-looking information are
reasonable, such information involves assumptions and risks and
uncertainties and undue reliance should not be placed on such
statements. Certain material factors or assumptions are applied
with respect to the forward-looking information, including without
limitation, factors and assumptions regarding the general market
conditions and general outlook for the industry, interest rates,
stability of the advertising, distribution, merchandise and
subscription markets, operating and capital costs and tariffs,
taxes and fees, our ability to source desirable content and our
capital and operating results being consistent with our
expectations. Actual results may differ materially from those
expressed or implied in such information. Important factors that
could cause actual results to differ materially from these
expectations include, among other things: our ability to attract
and retain advertising revenues; audience acceptance of our
television programs and cable networks; our ability to recoup
production costs, the availability of tax credits and the existence
of co-production treaties; our ability to compete in any of the
industries in which we do business; the opportunities (or lack
thereof) that may be presented to and pursued by us; conditions in
the entertainment, information and communications industries and
technological developments therein; changes in laws or regulations
or the interpretation or application of those laws and regulations;
our ability to integrate and realize anticipated benefits from our
acquisitions and to effectively manage our growth; our ability to
successfully defend ourselves against litigation matters arising
out of the ordinary course of business; and changes in accounting
standards. Additional information about these factors and about the
material assumptions underlying any forward-looking information may
be found under the heading “Risks and Uncertainties” in the
Management’s Discussion and Analysis for the year ended August 31,
2018 and the second quarter ended February 28, 2019 and under the
heading “Risk Factors” in our Annual Information Form. Corus
cautions that the foregoing list of important assumptions and
factors that may affect future results is not exhaustive. When
relying on our forward-looking information to make decisions with
respect to Corus, investors and others should carefully consider
the foregoing factors and other uncertainties and potential events.
Unless otherwise specified, all forward-looking information in this
document speaks as of the date of this document. Unless otherwise
required by applicable securities laws, Corus disclaims any
intention or obligation to publicly update or revise any
forward-looking information whether as a result of new information,
events or circumstances that arise after the date thereof or
otherwise.
About Corus Entertainment
Inc.Corus Entertainment Inc. is a leading media and
content company that develops and delivers high quality brands and
content across platforms for audiences around the world. The
company’s portfolio of multimedia offerings encompass 37 specialty
television services, 39 radio stations, 15 conventional television
stations and a suite of digital assets, animation software,
technology and media services. Corus is an established creator of
globally distributed content through Nelvana animation studio,
Corus Studios, and children’s book publishing house Kids Can Press.
The Company also owns innovative full-service social digital agency
so.da, and lifestyle entertainment company Kin Canada. Corus’
roster of premium brands includes Global Television, W Network,
HGTV Canada, Food Network Canada, HISTORY®, Showcase, National
Geographic, Disney Channel Canada, YTV and Nickelodeon Canada,
Global News, Globalnews.ca, Q107, Country 105, and CFOX. Visit
Corus at www.corusent.com.
For further information, please contact:
Doug Murphy President and Chief Executive OfficerCorus
Entertainment Inc.Doug.Murphy@corusent.com |
Heidi KucherDirector, Investor RelationsCorus Entertainment
Inc.Heidi.Kucher@corusent.com |
John Gossling Executive Vice
President and Chief Financial Officer Corus Entertainment Inc.
John.Gossling@corusent.com |
Melissa EckersleyCorporate
Communications LeadCorus Entertainment
Inc.Melissa.Eckersley@corusent.com |
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