On March 15, 2021, Rogers Communications Inc. (“Rogers”) announced an agreement with Shaw Communications Inc. (“Shaw”) to acquire all of the issued and outstanding common shares of Shaw through a court-approved plan of arrangement (the “Arrangement”).
On April 3, 2023, Rogers announced completion of the Arrangement.
The common shares of Shaw were delisted from the Toronto Stock Exchange (TSX), Toronto Venture Exchange (TSX-V), and the New York Stock Exchange (NYSE) on or about April 4, 2023 in connection with the Arrangement.
For further information regarding the Arrangement, please see the “Shaw Transaction” section of Rogers’ Management Discussion and Analysis dated as at April 20, 2021, which is available at www.sedar.com and on Rogers’ website. A copy of the Arrangement Agreement and Plan of Arrangement is available at www.sedar.com.
The Arrangement was approved at the special meeting of Shaw shareholders held on May 20, 2021. Under the Arrangement, shareholders of Shaw other than those shareholders that are members of the Shaw Family Group as described in the Arrangement (collectively, “Shaw Public Shareholders”) are entitled to receive cash consideration of $40.50 in exchange for each Shaw common share held (the “Cash Consideration”).
Registered Shaw Public Shareholders have been provided with a letter of transmittal, also available at www.sedar.com that explains how to deposit their shares in order to receive the Cash Consideration. Registered Shaw Public Shareholders are required to deposit the certificates representing their shares, along with the validly completed and duly executed letter of transmittal and all other required documents as set out in the letter of transmittal, with the TSX Trust Company (the “Depositary”). Registered Shaw Public Shareholders who do not deliver their share certificates and all other required documents to the Depositary on or before the sixth anniversary from the effective date of the Arrangement will lose their right to receive any Cash Consideration for their shares.
To receive the Cash Consideration, beneficial Shaw Public Shareholders (i.e. Shaw Public Shareholders that held their shares through an intermediary) will receive the Cash Consideration for their shares through their brokerage account in accordance with the timelines and procedures established by their intermediary. Beneficial Shaw Public Shareholders who have questions about the timing or process for receiving the Cash Consideration for their shares should contact their intermediary.
Following the completion of the Arrangement, Shaw Communications Inc. (“Shaw”) amalgamated with Rogers Communications Inc. (“RCI”). As a result of that amalgamation, RCI became the issuer and assumed Shaw’s obligations under the indenture governing the following outstanding notes that were originally issued by Shaw (the “Shaw Senior Notes”): (a) 3.80% senior unsecured notes due 2023, (b) 4.35% senior unsecured notes due 2024, (c) 3.80% senior unsecured notes due 2027, (d) 4.40% senior unsecured notes due 2028, (e) 3.30% senior unsecured notes due 2029, (f) 2.90% senior unsecured notes due 2030, (g) 6.75% senior unsecured notes due 2039, and (h) 4.25% senior unsecured notes due 2049. In connection with the closing of the Arrangement, Rogers Communications Canada Inc. (“RCCI”) provided a guarantee of the payment obligations under the Shaw Senior Notes (which guarantee may be terminated in certain circumstances).
Does Shaw still exist?
Shaw was amalgamated with Rogers and all of its common shares were delisted from the TSX-V, the TSX and the NYSE on or about April 4, 2023.
How has the Arrangement affected the ownership and voting rights of Shaw shares and other Shaw instruments?
In connection with the closing of the Arrangement, no Shaw Public Shareholder nor any holder of stock options, RSUs, PSUs or DSUs holds any interest in Rogers or its securities, assets, revenues or profits. Furthermore, any such stock options, RSUs, PSUs and DSUs outstanding immediately prior to the closing of the Arrangement (whether vested or unvested) have been surrendered and/or cancelled in exchange for the cash payment which such holder was entitled to receive under the Arrangement.
When and how has the Cash Consideration been delivered?
Rogers has deposited the aggregate Cash Consideration to which Shaw Public Shareholders are entitled under the Arrangement with the Depositary. The Depositary will deliver the applicable portion of the Cash Consideration directly to those registered Shaw Public Shareholders who provide a properly completed and duly executed letter of transmittal (and all other relevant documents required) to the Depositary in accordance with the instructions provided in the letter of transmittal. Beneficial Shaw Public Shareholders will receive their Cash Consideration through their brokerage account in accordance with the timelines and procedures established by their intermediary.
I am a Shaw Public Shareholder and have questions about receiving Cash Consideration in exchanges for my shares. Who can I contact?
Registered Shaw Public Shareholders who have questions regarding how to receive the Cash Consideration for their shares should contact the Depositary by telephone at 416-682‑3860 or toll free in North America at 1‑800‑387‑0825, or by email: email@example.com. Beneficial Shaw Public Shareholders should contact their intermediary if they have further questions about this process.
Who is now responsible for making payments on the Shaw Senior Notes? Have there been any other changes to the terms of the Shaw Senior Notes?
As a result of its amalgamation with Shaw, RCI (as the successor issuer) is now responsible for payment of the principal of and interest on the Shaw Senior Notes. The indenture governing the Shaw Senior Notes has been amended to reflect this and to make other administrative changes. The supplemental indenture effecting these amendments can be found at www.sedar.com. No other changes have been made to the terms of the Shaw Senior Notes.
I have received Cash Consideration in exchange for my Shaw shares. Are there any tax implications?
Please speak to your financial representative or legal advisor for any personal tax related matters relating to the Arrangement and the Cash Consideration you have received.
Press release: Rogers and Shaw to come together, (March 15, 2021)
Press release: Shaw shareholders overwhelmingly approve plan of arrangement for the proposed business combination with Rogers, (May 20, 2021)
Press release: Shaw Announces Court of Queen’s Bench approval of the plan of arrangement for the proposed business combination with Rogers, (May 25, 2021)
Press release: Rogers welcomes CRTC approval of the transfer of Shaw broadcasting licences, (March 24, 2022)
Press release: Rogers, Shaw and Quebecor sign definitive agreement for sale of Freedom Mobile (August 12, 2022)
Press release: Rogers, Shaw and Quebecor welcome Competition Tribunal decision, (December 30, 2022)
Press release: Shaw, Rogers and Quebecor welcome the decision by the Federal Court of Appeal, (January 24, 2023)
Press release: Rogers, Shaw, and Quebecor to Close Pro-Competitive Transactions (March 31, 2023)
Press release: Rogers and Shaw to Proceed with Transformative Merger (March 31, 2023)
Press release: Rogers Closes Transformative Merger With Shaw (April 3, 2023)
Additional information related to Shaw, including historical filings and financial results can be found at www.sedar.com.