Rogers and Shaw to Proceed with Transformative Merger
Via Rogers Communications
Mar 31, 2023
TORONTO and CALGARY March 31, 2023 – 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.
As 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 Securityholders
In 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.
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