Rogers Communications Inc. (TSX:RCI.B) entered into an agreement to acquire Shaw Communications Inc. (TSX:SJR.B) from The Shaw Family Living Trust, Shaw family and others for CAD 20.2 billion.
The transaction is subject to court-approved plan of arrangement under the Business Corporations Act, approval by not less than two-thirds of the votes cast by holders of Shaw's Class A Participating Shares and Shaw's Class B Non-Voting Participating Shares, approval by Canadian regulators, regulatory approval including the Competition Bureau, Innovation, Science and Economic Development Canada, and the Canadian Radio-television and Telecommunications Commission, the arrangement consideration shares to be issued pursuant to the arrangement have been approved for listing on the TSX and the NYSE, expiry of certain waiting periods under the Broadcasting Act, the Competition Act (Canada), and the Radiocommunication Act (Canada) and other customary closing conditions. The transaction is not conditional upon financing, as Rogers has secured committed financing to cover the cash consideration. The transaction has been unanimously approved by the Rogers and Shaw Board of Directors. The Shaw Board of Directors unanimously recommends that Shaw shareholders vote to approve the transaction. The Shaw Family Living Trust has irrevocably agreed to vote all of its Class A Shares and Class B Shares in favor of the transaction. A Special Committee of independent directors of Shaw has unanimously recommended the transaction. A special shareholders meeting of Shaw is to be held on May 20, 2021. Shaw will be seeking a final order from the Alberta Court of Queen's Bench on May 25, 2021 to approve the arrangement. On May 20, 2021, Shaw's shareholders overwhelmingly approved the plan of arrangement at the special meeting. On May 25, 2021, The Court of Queen's Bench of Alberta has issued a final order approving the plan of arrangement for the proposed business combination. The Arrangement remains subject to other customary closing conditions including approvals from several Canadian regulators. As of August 5, 2021, The Competition Bureau has obtained court orders to advance its review of the proposed acquisition. As of September 14, 2021, BCE Inc. is opposing the takeover of Shaw Communications Inc., arguing in a submitting with the telecom regulator that the deal will create a broadcasting distribution behemoth with an unprecedented stage of market energy. On September 28, 2021, the Competition Bureau has issued a request for information (RFI) to help gather facts about Rogers' proposed acquisition of Shaw. The Bureau encourages all those with relevant information to share this information with the Bureau by October 29, 2021. On March 24, 2022, the Canadian Radiotelevision and Telecommunications Commission (CRTC) after comprehensive review conditionally approved the transfer of Shaw's licensed broadcasting undertakings to Rogers Communications. The transaction remains subject to other customary closing conditions including approvals from the Competition Bureau and Innovation, Science and Economic Development Canada. Canada's competition commissioner has a "statutory obligation" to expedite the hearing into the company's proposed acquisition of Shaw Communications Inc. Closing of the transaction is expected to occur in the first half of 2022. As of October 26, 2021, closing of the transaction is expected to occur in the first quarter of 2022. As of December 3, 2021, the transaction is expected to close in the first half of 2022. Rogers has extended the outside date for closing the transaction from March 15, 2022 to June 13, 2022. As of May 7, 2022, the outside date for the transaction has been extended to July 31, 2022. The transaction will be significantly accretive to earnings and cash flow per share as of the first year after closing.
TD Securities Inc. and CIBC World Markets Inc. provided an opinion to the Board of Directors and the Special Committee of Shaw Communications. BofA Securities and Bank Of America Canada along with Barclays acted as financial advisors and Dale Lastman and Chris Sunstrum of Goodmans LLP acted as legal advisor to Rogers. Richard Willoughby, Rima Ramchandani and David Steele of Torys LLP acted as legal advisor to Rogers. TD Securities Inc acted as financial advisor and Vincent A. Mercier, Brett Seifred, John Bodrug, Elisa Kearney, Christopher Anderson, Andrew Ellis, and Seann McAleese of Davies Ward Phillips & Vineberg LLP and Adam O. Emmerich and Mark Stagliano of Wachtell, Lipton Rosen & Katz acted as legal advisors to Shaw Communications. CIBC World Markets Inc. acted as independent financial advisor and Grant Zawalsky, Jeff Sharpe, Bronwyn Inkster and Maria Rooney of Burnet, Duckworth & Palmer LLP acted as independent legal advisor to the Special Committee of Shaw Communications. William (Bill) K. Jenkins and Bill (William) G. Gilliland of Dentons Canada LLP acted as legal advisor to The Shaw Family Living Trust. Robert Katz of Latham & Watkins LLP acted as legal advisor to BofA Securities, Inc. Richard Higa, David Woollcombe, Grant Buchanan, Kim Brown and Richard Lizius of McCarthy Tétrault LLP acted as legal counsel to BofA Securities and Bank Of America Canada. Kingsdale Advisors is acting as the information agent to Shaw Communications and would receive a fee of CAD 499,972 for its services. AST Trust Company (Canada) will act as Depositary for the receipt of certificates representing shares and will act as registrar and transfer agent for the shares of Shaw Communications.