Agreement consistent with the terms agreed to
by the parties on June 17,
2022
Quebecor's acquisition of Freedom Mobile
creates a strong national wireless carrier that will offer
competitive high-quality services, including 5G connectivity across
Canada
TORONTO, MONTREAL and CALGARY, AB, Aug. 12,
2022 /CNW Telbec/ - Rogers Communications Inc.
("Rogers"), Shaw Communications Inc. ("Shaw") and Quebecor Inc.
("Quebecor") today announced that they have entered into a
definitive agreement (the "Agreement") for the sale of Freedom
Mobile Inc. ("Freedom") to Videotron Ltd., a subsidiary of Quebecor
(the "Freedom Transaction"), subject to regulatory approvals and
closing of the merger of Shaw and Rogers announced on March 15, 2021 (the "Rogers-Shaw
Transaction").
The parties strongly believe the Freedom Transaction provides
the best opportunity to create a strong fourth national wireless
services provider and addresses the concerns raised by the
Commissioner of Competition and the Minister of Innovation, Science
and Industry regarding the Rogers-Shaw Transaction. With this
Agreement, the new combined business of Videotron and Freedom will
be well-positioned to launch a strong, competitive national 5G
offering, using Videotron's 3500 MHz holdings. Accordingly, the
parties believe the Rogers-Shaw Transaction should now be
approved.
This definitive agreement is substantially consistent with the
terms previously announced on June 17,
2022.
"We are very pleased with this Agreement, and we are determined
to continue building on Freedom's assets," said Pierre Karl
Péladeau, President and CEO of Quebecor. "Quebecor has shown that
it is the best player to create real competition and disrupt the
market. Our strong track record combined with Freedom's solid
Canadian footprint will allow us to offer consumers in British Columbia, Alberta and Ontario more choice, value, and affordability
through discounted multiservice bundles and innovative
products."
"This Agreement with Quebecor brings us one step closer to
completing our merger with Shaw," said Tony
Staffieri, President and CEO of Rogers. "We strongly believe
that this divestiture solution addresses the concerns raised by the
Commissioner of Competition and the Minister of Innovation, Science
and Industry and we look forward to securing the outstanding
regulatory approvals for our merger with Shaw so that we can start
delivering its significant long-term benefits to Canadian consumers
and businesses, including improved network resiliency."
"My family, our management team, and our people are extremely
proud of what we built with Freedom Mobile. Over the past six years
we invested billions of dollars and launched products and services
that disrupted the marketplace and helped redefine what Canadians
can expect from their wireless carrier, but there's much more that
could be done as next generation networks are deployed, technology
becomes more sophisticated and consumers' demands for fast and
responsive applications continue to increase," said Brad Shaw, Executive Chairman and CEO of Shaw.
"Bringing Freedom Mobile and Quebecor together will expand
Freedom's scope to create a national provider with greater ability
to invest and compete for the future growth and technology
Canadians will need."
Required Approvals
The Freedom Transaction is conditional on, among other things,
clearance under the Competition Act and approval of the Minister of
Innovation, Science and Industry. It is also conditional on, and
would close substantially concurrently with, closing of the
Rogers-Shaw Transaction. As previously announced, Rogers, Shaw and
the Shaw Family Living Trust have agreed to extend the outside date
of the Rogers-Shaw Transaction to December
31, 2022 (which outside date may be further extended to
January 31, 2023 at the option of
Rogers or Shaw, provided Rogers has committed financing available
to complete the merger), demonstrating their commitment to
completing this transformative combination.
The Rogers-Shaw Transaction, which would see Shaw merge with
Rogers, has already been approved by the shareholders of Shaw and
the Court of Queen's Bench of Alberta, and the Canadian Radio-television and
Telecommunications Commission, and remains subject to review by the
Competition Tribunal and approval by the Minister of Innovation,
Science and Industry. The Commissioner of Competition has applied
for an order of the Competition Tribunal that the parties not
proceed with the Rogers-Shaw Transaction, and closing of the
Rogers-Shaw Transaction is conditional on either agreement with the
Commissioner of Competition or the Competition Tribunal disposing
of the application on terms that allow the transaction to
close.
Rogers' standalone financial guidance for 2022, provided on
April 20, 2022, remains
unchanged.
Caution Regarding Forward Looking
Statements
This news release includes "forward-looking statements" within
the meaning of applicable securities laws, including, without
limitation, statements about the terms and conditions of the
Freedom Transaction, the anticipated benefits and effects of the
Freedom Transaction and the Rogers-Shaw Transaction and the timing
thereof, including the expected impact of the Freedom Transaction
on competitive conditions in Canada's telecommunications industry or
wireless markets and the ability of Quebecor to emerge as
Canada's fourth national wireless
competitor, the potential timing and anticipated receipt of the
required regulatory approvals and clearances for the Freedom
Transaction and the Rogers-Shaw Transaction, and the anticipated
timing for closing of 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, Shaw or Quebecor 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 or the
Rogers-Shaw Transaction in the expected timeframe or at all; the
possibility that the parties will not be able to reach a resolution
with the Commissioner of Competition or the Minister of Innovation,
Science and Industry regarding the Rogers-Shaw Transaction; the
outcome and timing of pending or potential litigation or regulatory
proceedings associated with the Rogers-Shaw Transaction or the
Freedom Transaction, including the proceeding commenced on
May 9, 2022 by the Commissioner of Competition before the
Competition Tribunal to block the Rogers-Shaw Transaction and any
appeals from any 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, Shaw or Quebecor. 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, Shaw and Quebecor 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 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,
Shaw or Quebecor is under any obligation (and each of Rogers, Shaw
and Quebecor 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
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 Quebecor Inc.
Quebecor, a Canadian leader in telecommunications,
entertainment, news media and culture, is one of the
best-performing integrated communications companies in the
industry. Driven by their determination to deliver the best
possible customer experience, all of Quebecor's subsidiaries and
brands are differentiated by their high-quality, multiplatform,
convergent products and services.
Québec-based Quebecor (TSX: QBR.A, QBR.B) employs nearly 10,000
people in Canada.
A family business founded in 1950, Quebecor is strongly
committed to the community. Every year, it actively supports more
than 400 organizations in the vital fields of culture, health,
education, the environment and entrepreneurship.
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, Shaw Go WiFi,
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.
SOURCE Quebecor