The Commissioner of Competition’s application to seek an interim
injunction has been resolved on the basis that Rogers
Communications Inc. (“Rogers”) and Shaw Communications Inc.
(“Shaw”) have agreed to not proceed with closing their proposed
merger (the “Transaction”) until either a negotiated settlement is
agreed with the Commissioner or the Competition Tribunal (the
“Tribunal”) has ruled on the matter. As a result, there is no need
for the Tribunal to hear the Commissioner’s application for an
interim injunction.
As previously announced, Rogers and Shaw are engaged in a
process to fully divest Shaw’s wireless business as part of their
proposed merger. Today’s agreement with the Commissioner allows the
parties to focus on addressing the Commissioner’s concerns with the
Transaction in order to reach a settlement.
Rogers and Shaw strongly believe the Transaction is in the best
interests of Canadian consumers, businesses and the Canadian
economy, and that a settlement is the best path forward in ensuring
that the benefits of the Transaction are fully and expeditiously
realized.
If a Tribunal hearing is ultimately required to address the
Commissioner’s application to prevent the Transaction, Rogers and
Shaw intend to oppose it. An expedited schedule of that application
is expected to be set soon.
Benefits of the Transaction
Bringing together Rogers and Shaw will give the combined company
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 include:
- 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 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.
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. The Transaction remains subject to
the approval of the Ministry of Innovation, Science and Economic
Development and other customary closing conditions.
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 the
Commissioner to address its concerns with the Transaction, the
impact such engagement may have on the likelihood of a hearing to
consider the Commissioner’s application, Rogers’ and Shaw’s
intention to oppose the Commissioner’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
proposed full divestiture of Shaw’s wireless business 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; the possibility
that the parties will not be able to agree on the terms of a
negotiated settlement with the Commissioner; pending or potential
litigation associated with the Transaction, including any hearing
or proceeding by or involving regulatory authorities, including the
above-noted application by the Commissioner; 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.sec.gov.
Forward-looking information is provided herein for the purpose
of giving information about the proposed Transaction, its expected
timing and its anticipated benefits, proposed divestitures in
connection with the Transaction, as well as pending litigation
related to 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 reaching a negotiated settlement with
the Commissioner, or 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 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
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
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