Rogers and Shaw Issue Statement on Commissioner of Competition’s Application for an Injunction and Appeal of the Tribunal Decision

Rhea-AI Summary

Rogers Communications and Shaw Communications have stated their commitment to the proposed merger amidst an appeal by the Commissioner of Competition against the Competition Tribunal's approval. The Tribunal determined that the merger is unlikely to substantially lessen competition in Alberta and British Columbia, asserting that it can enhance competition instead. Shareholder approval has been secured, and key regulatory bodies have already approved necessary licenses. However, uncertainty remains regarding the appeal outcome and further regulatory approvals.

Positive

• Competition Tribunal approved the merger, determining it won't substantially lessen competition.
• Shareholder approval obtained for the merger.
• Regulatory approvals for Shaw's broadcasting licenses transferred to Rogers have been granted.

Negative

• The appeal by the Commissioner of Competition introduces uncertainty regarding the merger's completion.
• No certainty on timing or outcome of the merger and related transactions.

Companies Remain Committed to Pro-Competitive Transactions

TORONTO and CALGARY, Alberta, Dec. 30, 2022 (GLOBE NEWSWIRE) -- Rogers Communications Inc. ("Rogers") and Shaw Communications Inc. (“Shaw”) today provided the following statement upon being advised that the Commissioner of Competition is appealing the Competition Tribunal decision permitting Rogers’ proposed merger with Shaw and Quebecor’s acquisition of Freedom Mobile and applying for an injunction to prevent the proposed transactions from closing pending disposition of an appeal.

“We remain committed to these pro-competitive transactions that will bring more choice, more affordability and more connectivity to Canadians. The Tribunal’s decision was the right one, and the Tribunal was clear in its summary that the transactions we have proposed are not likely to substantially lessen competition in Alberta and British Columbia. Instead, as the Tribunal found, the transactions will likely result in an intensifying of competition. We are deeply disappointed that the Commissioner continues to attempt to deny Canada and Canadians the advantages that will come from these proposed transactions.”

In addition to the Competition Tribunal’s Summary of Decision on December 29, the Rogers combination with Shaw has 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 has been approved by the Canadian Radio-television and Telecommunications Commission. The Rogers-Shaw merger is also subject to customary closing conditions. There is no certainty with respect to the timing or outcome of the Commissioner’s application for an injunction or the appeal.

Before Rogers’ merger with Shaw can proceed, the Honourable François-Philippe Champagne, Minister of Innovation, Science and Industry, must also approve spectrum license transfers from Shaw to Videotron Ltd., a wholly-owned subsidiary of Quebecor, pursuant to the acquisition of Freedom by Quebecor.

Caution Regarding Forward Looking Statements

This 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 pending litigation or regulatory proceedings associated with the Rogers -Shaw Transaction or the Freedom Transaction, including the outcome of the appeal being sought from the decision rendered by the Competition Tribunal and the application for an injunction against closing the Freedom Transaction and the Rogers-Shaw Transaction pending the determination of that appeal; 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 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 contact 
Chethan Lakshman, VP, External Affairs 
403-930-8448
chethan.lakshman@sjrb.ca

Shaw Investor Relations contact 
investor.relations@sjrb.ca 

 

FAQ

What is the status of the Rogers-Shaw merger as of December 2022?

As of December 2022, the Rogers-Shaw merger has been approved by the Competition Tribunal, but the Commissioner of Competition is appealing this decision, creating uncertainty.

What factors may delay the Rogers-Shaw merger?

The merger may be delayed due to the ongoing appeal by the Commissioner of Competition and the need for further regulatory approvals.

What was determined by the Competition Tribunal regarding the Rogers-Shaw transaction?

The Competition Tribunal found that the Rogers-Shaw transaction is unlikely to substantially lessen competition in the markets of Alberta and British Columbia.

Have shareholders approved the Rogers-Shaw merger?

Yes, shareholders of Shaw have approved the merger with Rogers.

What regulatory approvals are still needed for the merger?

The merger requires approval from the Minister of Innovation, Science and Industry for spectrum license transfers from Shaw to Videotron.