Rogers, Shaw Welcome Competition Tribunal Decision
30 Dezembro 2022 - 5:00AM
Rogers Communications Inc. ("Rogers") and Shaw Communications Inc.
(“Shaw”) welcome the decision summary by the Competition Tribunal
allowing the proposed acquisition of Freedom Mobile by Videotron
Ltd. (“Videotron”), a wholly-owned subsidiary of Quebecor, and the
subsequent combination of Rogers and Shaw (the “Rogers-Shaw
Transaction”) to proceed. The Summary of the Tribunal’s decision
can be found at
https://decisions.ct-tc.gc.ca/ct-tc/cdo/en/item/521164/index.do.
As a result of the Tribunal decision, the only required
regulatory approval remaining under the Arrangement Agreement among
Rogers and Shaw and the Freedom Mobile Share Purchase Agreement
among Rogers, Shaw and Quebecor is the approval from the Minister
of Innovation, Science and Industry for the transfer of Freedom
Mobile’s wireless spectrum licenses to Videotron. The parties will
continue to work constructively with Innovation, Science and
Economic Development Canada to obtain this final approval.
In a joint statement, the companies said: “We are pleased with
the favourable decision from the Competition Tribunal and thank the
Tribunal members for their work in rendering a swift decision. This
is an important milestone in the regulatory process and moves us
one step closer to closing a series of transformative transactions
proposed by Rogers, Shaw, and Quebecor. We look forward to
reviewing the details of the decision and working with the Minister
of Innovation, Science and Industry so we can clear the final
regulatory hurdle to close these transactions.”
In addition, Rogers, Shaw and the Shaw Family Living Trust have
agreed to extend the outside date of the Rogers-Shaw Transaction to
January 31, 2023. Under the terms of the agreement with Quebecor,
the outside date for the acquisition of Freedom Mobile by Quebecor
is automatically extended to January 31, 2023.
The Rogers combination with Shaw has already been approved by
the shareholders of Shaw, 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 sale of Freedom Mobile to Quebecor and the
subsequent Rogers-Shaw merger remain subject to customary closing
conditions that must be satisfied at the time of closing of each
transaction.
Caution Regarding Forward Looking
StatementsThis news release includes “forward-looking
statements” within the meaning of applicable securities laws,
including, without limitation, statements about outstanding
regulatory approvals and the expected completion of both the sale
of Freedom to Videotron (the “Freedom Transaction”) and the
Rogers-Shaw Transaction. 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 Transaction will not be completed in
the expected timeframe or at all; the failure to obtain any
necessary regulatory approvals and clearances in connection with
the Freedom Transaction in the expected timeframe or at all; the
possibility that the parties will not be able to reach a resolution
with the Minister of Innovation, Science and Industry regarding the
Freedom Transaction or the Rogers-Shaw Transaction; the outcome and
timing of potential litigation or regulatory proceedings associated
with the Rogers -Shaw Transaction or the Freedom Transaction,
including any appeals from the decision rendered by the Competition
Tribunal; the failure to realize the anticipated benefits of the
Freedom Transaction and the Rogers-Shaw Transaction in the expected
timeframes 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 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 Transaction, 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 Transaction is subject to
certain closing conditions, termination rights and other risks and
uncertainties including, without limitation, regulatory approvals
and clearances. There can be no assurance that such closing
conditions will be satisfied, that such remaining regulatory
approvals and clearances will be obtained or that either the
Freedom Transaction or the Rogers-Shaw Transaction will occur, or
that either will occur on the terms and conditions described herein
or previously announced. The Freedom Transaction and the
Rogers-Shaw Transaction could be modified, restructured or
terminated. There can be no assurance that one or both of the
Freedom Transaction or the Rogers-Shaw Transaction will be
acceptable to regulatory authorities or will be completed in order
to permit the other transaction to be consummated. There can also
be no assurance that the outside date of the Rogers-Shaw
Transaction 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, there can be no assurance that the
anticipated benefits of either the Freedom Transaction or the
Rogers-Shaw Transaction will be achieved in the expected timeframes
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 or Shaw is under any obligation
(and each of Rogers or 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 Canada 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: 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, 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 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
Shaw Communications (NYSE:SJR)
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