Rogers Communications Inc. and Shaw Communications Inc. announced
today their historic merger is expected to close prior to the
outside date of April 7, 2023 after receiving final regulatory
approval.
“We are very pleased to move forward with this transformative
merger and proudly deliver on our commitments to enhance and expand
network coverage, connect underserved communities, and improve
access for low-income Canadians,” said Tony Staffieri, President
and CEO, Rogers. “Building on a shared legacy with Shaw, we will
invest substantially to bring more choice, more value, and more
connectivity to Canadians across the country.”
These merger commitments build on the two companies’ 50+ years
of investing in Canada and Canadians. Over the past 10 years alone,
Rogers and Shaw have invested over $40 billion building the
world-class networks of the combined company. The Rogers-Shaw
merger builds on the deep investment legacies of JR Shaw and Ted
Rogers, two of Canada’s greatest entrepreneurs.
“Today begins an exciting new chapter for the future of
connectivity in Canada,” said Brad Shaw, Executive Chair and CEO,
Shaw. “In today’s telecommunications industry, we recognize that
companies need even greater scale to compete and make ongoing
investments for future technology. This merger will provide the
scale necessary for the future success and competitiveness of the
wireline business that Shaw has built over the past five
decades.”
Rogers today reaffirmed the company’s merger commitments,
including:
- Investing $1 billion to improve connectivity for rural, remote,
and Indigenous communities and unserved remote highways in Western
Canada
- Investing $2.5 billion to expand and upgrade Rogers 5G network
for consumers and businesses in Western Canada
- Investing $3 billion in technology and network services in
Western Canada, including modernizing and expanding fibre-powered
internet
- Creating 3,000 new jobs in Western Canada to support the
multi-billion-dollar investment in networks, services, and
technology
- Maintaining a Western Canada headquarters in Calgary
- Expanding our low-cost Connected for Success Internet program
to eligible Canadians across Western Canada
- Introducing a new low-cost Connected for Success wireless
program nation-wide for eligible Canadians
- Honouring a five-year price commitment for Shaw Mobile
customers
“As a proud Canadian company, we’re deeply committed to
delivering on our promises and we can’t wait to get started,” added
Staffieri.
Transactions UpdateAs announced earlier today,
Rogers, Shaw, the Shaw Family Living Trust, and Quebecor Inc.
agreed to extend the outside date of the closing of the merger of
Rogers and Shaw and the acquisition of Freedom Mobile by Videotron
Ltd., a wholly-owned subsidiary of Quebecor, to April 7, 2023.
Today, the Honourable François-Philippe Champagne, Minister of
Innovation, Science and Industry, also provided final approval to
transfer Shaw’s spectrum licenses to Videotron. As part of this
process, Rogers provided the Minister with legally enforceable
undertakings to implement the commitments described above,
including annual reporting and financial penalties for
non-compliance. Prior to the close of the Rogers-Shaw merger (the
“Rogers-Shaw Merger”), Shaw will sell Freedom Mobile to Videotron
(the “Freedom Transaction”).
The decision of the Competition Tribunal on December 31, 2022,
which was upheld by the Federal Court of Appeal on January 24,
2023, allowed the Rogers-Shaw Merger and Freedom Transaction to
proceed.
The Rogers-Shaw Merger had already been approved by the
shareholders of Shaw and the Court of King’s Bench of Alberta, and
the transfer of Shaw’s broadcasting licences to Rogers had been
approved by the Canadian Radio-television and Telecommunications
Commission. Having received all required regulatory approvals, the
Rogers-Shaw Merger and Freedom Transaction remain subject only to
customary closing conditions.
Information for Shaw SecurityholdersIn order to
receive consideration under the Rogers-Shaw Merger, registered Shaw
shareholders that hold their shares directly in their own name (and
not through an intermediary such as a bank, securities broker or
other institution) must complete and return the letter of
transmittal that is available under Shaw’s profile on SEDAR at
www.sedar.com and EDGAR at www.sec.gov. Letters of transmittal will
also be mailed to registered Shaw shareholders in due course.
Non-registered Shaw shareholders should contact their broker,
investment dealer, bank, trust company, trust or other intermediary
for assistance in depositing their shares and should follow the
instructions of such intermediary or nominee. Shaw’s Class A
Participating Shares and Class B Participating Shares will be
delisted in connection with the completion of the transaction.
Rogers intends to amalgamate with Shaw immediately following the
completion of the Rogers-Shaw Merger. As a result of the
amalgamation, Rogers will become the issuer and assume Shaw’s
obligations under the indenture (the “Shaw indenture”) governing
eight series of outstanding notes that were originally issued by
Shaw (the “Shaw senior notes”). The Shaw indenture will be amended
to reflect this and to make other administrative changes. The
supplemental indenture effecting those amendments, and the Shaw
indenture, will thereafter be filed under Rogers’ profile on SEDAR
at www.sedar.com. In connection with the Rogers-Shaw Merger, Rogers
Communications Canada Inc. will provide a guarantee of the payment
obligations under the Shaw senior notes (which guarantee may be
terminated in certain circumstances). The total aggregate principal
amount of the Shaw senior notes outstanding today is $4.55
billion.
Caution Regarding Forward Looking
InformationThis news release includes “forward-looking
statements” within the meaning of applicable securities laws,
including, without limitation, statements about the expected
completion of both the Freedom Transaction and the Rogers-Shaw
Merger, the anticipated timing for closing of the transactions, the
anticipated benefits and effects of the Rogers-Shaw Merger,
including the timing thereof. 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 or Shaw 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 outcome and timing of
potential litigation 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, or the possibility that the
intended amalgamation between Rogers and Shaw immediately following
the Rogers-Shaw Merger will not be completed in the expected
timeframe or at all. 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 or Shaw. 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 or Shaw 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 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 statements containing forward-looking information are made
pursuant to the “safe harbour” provisions of the applicable
Canadian and United States securities laws. None of Rogers or Shaw
is under any obligation (and each of Rogers and Shaw 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.
For more information: Rogers Media
contact media@rci.rogers.com 1-844-226-1338
Rogers Investor Relations
contact investor.relations@rci.rogers.com
1-844-801-4792
Shaw Media Relations contact Chethan Lakshman, VP, External
Affairs 403-930-8448 chethan.lakshman@sjrb.ca
Shaw Investor Relations
contact investor.relations@sjrb.ca
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