Rogers Communications Inc., Shaw Communications Inc., the Shaw
Family Living Trust, and Quebecor Inc. today announced an agreement
to extend the outside date of the proposed merger of Rogers and
Shaw and the acquisition of Freedom Mobile by Videotron Ltd., a
wholly-owned subsidiary of Quebecor, to March 31, 2023.
All parties remain committed to the pro-competitive
transactions, and continue to work with Innovation, Science and
Economic Development Canada (ISED) to obtain approval of the
transfer of spectrum licenses from Shaw to Videotron – in
connection with the proposed acquisition of Freedom Mobile by
Videotron. ISED approval must be obtained before the combination of
Rogers and Shaw can proceed.
Transactions Update:On January 24, 2023, the
Federal Court of Appeal dismissed the appeal by the Commissioner of
Competition (the “Commissioner”) of the December 31, 2022, decision
of the Competition Tribunal. The Tribunal had rejected the
Commissioner’s challenge of the proposed acquisition of Freedom
Mobile by Videotron and the subsequent combination of Rogers and
Shaw (the “Transactions”).
In addition to the decisions of the Federal Court of Appeal and
the Competition Tribunal, the Rogers-Shaw merger has already been
approved by the common shareholders of Shaw and the Court of King’s
Bench of Alberta, and the transfer of Shaw’s broadcasting licences
to Rogers has been approved by the Canadian Radio-television and
Telecommunications Commission.
The Transactions are subject to customary closing
conditions.
Caution Regarding Forward Looking
StatementsThis news release includes “forward-looking
statements” within the meaning of applicable securities laws,
including, without limitation, statements about the expected
completion of both the sale of Freedom to Videotron (the “Freedom
Transaction”) and the Rogers-Shaw merger, statements about the
outstanding approval from Innovation, Science and Economic
Development Canada (ISED) regarding the Freedom Transaction, and
statements about the anticipated benefits and effects of the
Freedom Transaction and the Rogers-Shaw merger. Forward-looking
information may in some cases be identified by words such as
“will”, “anticipates”, “believes”, “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 merger
will not be completed in the expected timeframe or at all; the
possibility that the parties will not be able to reach a resolution
with ISED regarding the Freedom Transaction; the possibility of
further litigation or regulatory proceedings associated with the
Rogers-Shaw merger or the Freedom Transaction; the inability to
realize the anticipated benefits of the Freedom transaction and the
Rogers-Shaw merger in the expected time frame or at all; and
general economic, commercial 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 each of
Rogers, Shaw or Quebecor can also be found in its public reports
and filings, which are available under their respective profiles,
as applicable, at 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 merger, 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 merger is subject to certain
closing conditions, termination rights and other risks and
uncertainties. There can be no assurance that such closing
conditions will be satisfied (including approval of ISED), or that
the Freedom Transaction or the Rogers-Shaw merger will occur on the
terms and conditions described herein or previously announced. The
Freedom Transaction and the Rogers-Shaw merger could be modified,
restructured or terminated. There can also be no assurance that the
outside date of the Rogers-Shaw merger will be further extended by
the parties, or that the outside date of the Freedom Transaction
will be extended by the parties to the extent necessary to permit
closing of either transaction to occur. Finally, no assurance can
be given that the anticipated benefits of the Freedom Transaction
or of the Rogers-Shaw merger will be delivered 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. None of Rogers, Shaw or Quebecor is under any
obligation (and each of Rogers, Shaw and Quebecor expressly
disclaims 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 Communications
Inc.Rogers is a leading Canadian technology and media
company that provides communications services and entertainment to
consumers and businesses. Rogers 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: rogers.com or 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, 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 Media
contactmedia@rci.rogers.com1-844-226-1338
Rogers Investor Relations
contactinvestor.relations@rci.rogers.com1-844-801-4792
Shaw Media Relations contactChethan Lakshman, VP, External
Affairs403-930-8448chethan.lakshman@sjrb.ca
Shaw Investor Relations
contactinvestor.relations@sjrb.ca
Quebecor Inc. Media contactmedias@quebecor.com
Quebecor Inc. Investor Relations contactHugues Simard, Chief
Financial Officerhugues.simard@quebecor.com
Shaw Communications (NYSE:SJR)
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