Rogers and Shaw to come together in C$26 billion transaction

March 15, 2021

Torys is representing Rogers Control Trust with a team led by Richard Willoughby and John Emanoilidis, and that includes Rima Ramchandani and David Steele.

On March 15, 2021, Rogers Communications Inc. (“Rogers”) and Shaw Communications Inc. (“Shaw”) announced an agreement under which Rogers will acquire all of Shaw’s issued and outstanding Class A shares and Class B shares in a transaction valued at approximately C$26 billion, inclusive of approximately C$6 billion of Shaw debt.

Under the terms of the transaction, to be implemented by way of a court-approved plan of arrangement under the Business Corporations Act (Alberta), holders of Shaw Class A shares and Class B shares will receive C$40.50 per share in cash. The Shaw Family Living Trust, the controlling shareholder of Shaw, and certain members of the Shaw family, will receive 60% of the consideration for their shares in the form of 23.6 million Class B shares of Rogers valued on the basis of the volume-weighted average trading price for the 10 trading days for the Rogers Class B shares ending March 12, 2021, and the balance in cash.

The transaction requires the approval of two thirds of the votes cast by the holders of Shaw’s Class A and Class B shares at a special shareholders meeting to be held in May 2021, voting separately as a class, as well as majority of the minority approval under Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions. The Shaw Family Living Trust has irrevocably agreed to vote all of its Class A shares (representing 79% of the outstanding Class A shares) and Class B shares in favour of the transaction.

Subject to other customary closing conditions including court and stock exchange approval, as well as approvals from Canadian regulators, closing of the transaction is expected to occur in the first half of 2022.

Further information can be found on Globe Newswire’s website.

Rogers is a proud Canadian company dedicated to making more possible for Canadians each and every day. Founder, Ted Rogers, purchased his first radio station, CHFI, in 1960. It has since grown to become a leading technology and media company that strives to provide the very best in wireless, residential, sports, and media to Canadians and Canadian businesses.

Shaw is a leading Canadian connectivity company. Its Wireline division consists of Consumer and Business services. Consumer serves residential customers with broadband Internet, Shaw Go WiFi, video and digital phone. Business provides business customers with Internet, data, WiFi, digital phone and video services. ITs Wireless division provides wireless voice and LTE data services.