2022-05-07 | TSXV:SJR.A | Press release | Shaw Communications Inc.

Rogers and Shaw will respond to requests to be made by the Commissioner of Competition to prevent the proposed merger

Rogers and Shaw have embarked on a sale process for the full divestiture of Freedom Mobile to retain a strong fourth operator

TORONTO and CALGARY, Alberta, May 07, 2022 (GLOBE NEWSWIRE) — Rogers Communications Inc. (“Rogers”) and Shaw Communications Inc. (“Shaw”) were notified this afternoon following the close of trading on the Commissioner of Competition’ intends to file motions with the Competition Tribunal against Rogers’ proposed merger with Shaw (the “Transaction”).

Rogers and Shaw remain committed to the transaction, which is in the best interests of Canada and Canadians because of the significant long-term benefits it will bring to consumers, businesses and the economy. The companies have offered to address concerns about the transaction’s possible impact on the competitive wireless market in Canada by proposing the full divestiture of Shaw’s wireless business, Freedom Mobile. Rogers and Shaw are in the process of selling Freedom Mobile to address concerns raised by the Commissioner of Competition and ISED.

Rogers and Shaw will oppose the request to block the transaction from being completed by the Commissioner of Competition, while continuing to engage constructively with the Competition Bureau with a view to resolving this issue and ensure that the benefits of the transaction can be realized. by all Canadians.

The transaction will provide combined Rogers and Shaw with the capabilities to invest in digital infrastructure, create jobs, drive innovation, increase choice and bridge the digital divide. In addition, the transaction will foster greater competition by creating the most robust wholly-owned national network in Canada and generating more choices for businesses and consumers to realize the full economic and social benefits of the networks. next generation.

Advantages of the operation

  • Investing $2.5 billion to build 5G networks in Western Canada over the next five years;
  • Establish a new $1 billion Rogers Rural and Indigenous Connectivity Fund dedicated to connecting rural, remote and Indigenous communities in Western Canada;
  • An additional $3 billion to support further investments in networks, services and technology;
  • Create up to 3,000 net new jobs in Western Canada; and
  • Expand Rogers Connected for Success program expanded across Western Canada to deliver the first-of-its-kind low-cost broadband program nationwide to help seniors and low-income Canadians in all communities where the combined business provides Internet services.

To enable continued engagement with the Competition Bureau, Rogers, Shaw and the Shaw Family Living Trust have agreed to extend the transaction deadline to July 31, 2022. In addition, Rogers and Shaw will continue to seek approval for the transaction. of the Ministry of Innovation, Science and Economic Development.

The Transaction has already been approved by Shaw shareholders and the Alberta Court of Queen’s Bench, and the Canadian Radio-television and Telecommunications Commission (CRTC) has approved Rogers’ acquisition of Shaw’s broadcast services ‘, subject to conditions and safeguards designed to ensure that the transaction benefits Canadians. In addition, the transaction remains subject to approval by the Ministry of Innovation, Science and Economic Development and other customary closing conditions.

Rogers’ 2022 standalone financial guidance, provided on April 20, 2022, remains unchanged.

Caution Regarding Forward-Looking Statements

This press release includes “forward-looking statements” within the meaning of applicable securities laws, including, without limitation, statements about parties engaging with regulators to resolve the matters described herein. , including opposing the application of the Commissioner of Competition, the potential timing and expected receipt of required regulatory approvals for the transaction or any related assignment, the ability of the parties to satisfy the conditions to closing the transaction (including including any related divestiture), the expected timing for the closing of the transaction and any related divestiture, Freedom Mobile’s expected continuation as a viable fourth wireless service provider business, and the anticipated benefits and effects of the transaction, including the time of it. Forward-looking information may in some cases be identified by words such as “will”, “anticipate”, “expect”, “intend” 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 by the forward-looking information or could cause our current objectives, strategies and intentions to change. . These risks, uncertainties and other factors include, among others, the possibility that the Transaction, or the divestments made in connection with the Transaction, will not be completed as expected or at all; failure to obtain necessary regulatory approvals, including the approval of the Minister of Innovation, Science and Economic Development and any regulatory approval required in connection with any divestiture, on time or at all; pending or potential litigation associated with the Transaction, including any hearings or proceedings by or involving regulatory authorities, including the aforementioned anticipated demand; failure to realize the anticipated benefits of the Transaction when expected or at all; and general economic, trade and political conditions. Accordingly, we caution 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 our future results or plans. We cannot guarantee that any forward-looking information will materialize and you are cautioned not to place undue reliance on such forward-looking information. Any forward-looking information contained in this press release represents expectations as of the date of this press release and is subject to change after such date. A full discussion of other risks that impact Rogers and Shaw can also be found in their public reports and documents which are available under their respective profiles at www.sedar.com and www.edgar.com.

Forward-looking information is provided herein for the purpose of providing information about the proposed transaction, its expected timing and anticipated benefits, and the proposed dispositions in connection with the transaction. Readers are cautioned that this information may not be suitable for other purposes. Completion of the proposed transaction is subject to certain closing conditions, termination rights and other risks and uncertainties, including, without limitation, regulatory approvals (including the approval of the Minister of Innovation, Science and Economic Development). There can be no assurance that such regulatory approvals will be obtained or that the Transaction will take place, or that it will take place under the previously announced terms and conditions. The Transaction could be modified, restructured or terminated. Similarly, there can be no assurance that Rogers and Shaw will be successful in any hearing or proceeding related to the Transaction. There can also be no guarantee that the deadline for the Transaction will be further extended by the parties. There can be no assurance that any divestment proposed as part of the Transaction will be acceptable to regulatory authorities and, if applicable, will be completed to enable the Transaction to be completed. Finally, there can be no assurance that the combined company will obtain the expected benefits of the Transaction on time or at all.

All forward-looking statements are made pursuant to the “safe harbor” provisions of applicable Canadian and United States securities laws. Rogers and Shaw are under no obligation (and Rogers and Shaw expressly disclaims any such obligation) to update or modify any statements containing forward-looking information, factors or underlying assumptions, whether as a result new information, future events or otherwise, except as required by law. All forward-looking information contained in this press release is qualified by the cautionary statements herein.

About Shaw

Shaw is a leading Canadian connectivity company. The Wireline division includes 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, Wi-Fi, digital telephony and video services. The Wireless division provides wireless voice and LTE data services.

Shaw is listed 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

About Rogers

Rogers is a leading Canadian technology and media company that delivers world-class communications and entertainment services to consumers and businesses on our award-winning networks. Our founder, Ted Rogers, purchased his first radio station, CHFI, in 1960. Today, we’re dedicated to providing cutting-edge wireless, cable, sports and media services to millions of customers across the country. Canada. Our shares are listed on the Toronto Stock Exchange (TSX: RCI.A and RCI.B) and the New York Stock Exchange (NYSE: RCI). For more information, please visit: www.rogers.com or http://investors.rogers.com.

For more information:

Rogers Communications Media Contact

1-844-226-1338

[email protected]

Rogers Communications Investor Community Contact

Paul Carpino

647-435-6470

[email protected]

Shaw Communications Inc. contact person :

Chethan Lakshman, Vice President, External Affairs

403-930-8448

[email protected]

For media inquiries, please contact:

Shaw Communications Inc.

Chethan Lakshman, Vice President, External Affairs

(403) 930-8448

[email protected]

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