Rogers Communications Agrees To Buy Shaw Communications In C$26 Bln Deal

Rogers Communications Inc. (RCI.TO,RCI) agreed to buy Shaw Communications Inc.(SJR) in a transaction valued at about C$26 billion. The deal includes about C$6 billion of Shaw debt, the companies said in a statement.

As per the terms of the deal, 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.

It is expected to close the transaction in the first half of 2022.

As part of the deal, the combined company will invest C$2.5 billion in 5G networks over the next five years across Western Canada.

In addition, Rogers will commit to establishing a new C$1 billion Rogers Rural and Indigenous Connectivity Fund dedicated to connecting rural, remote and Indigenous communities across Western Canada to high-speed Internet and closing critical connectivity gaps faster for underserved areas.

Rogers said it will not increase wireless prices for Freedom Mobile customers for at least three years following the close of the transaction.

The combined company will create a headquarters for all Western operations, at Shaw's iconic Shaw Court in downtown Calgary.

Rogers said that the combined teams will be 10,000 people strong across Alberta, British Columbia, Manitoba and Saskatchewan. Broadband and wireless investments will create up to 3,000 net new jobs.

Brad Shaw, and another Director to be nominated by the Shaw family, will be named to the Rogers Board of Directors to assist in driving the future success of the combined company, following the completion and approval of the transaction.

Shaw will continue to pay its regular monthly dividends of C$0.098542 in cash per Class A Share and C$0.09875 in cash per Class B Share, and its regular quarterly dividend on its preferred shares in accordance with their terms.

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