The proposed divestiture of Freedom Mobile to
Quebecor will ensure the presence and viability of a strong fourth
wireless carrier in Canada
Quebecor brings an undeniable operational and
competitive track record, as well as significant financial
resources
TORONTO, CALGARY,
AB and MONTREAL,
June 17,
2022 /CNW Telbec/ - Rogers Communications Inc.
("Rogers"), Shaw Communications Inc. ("Shaw") and Quebecor Inc.
("Quebecor") today announced an agreement (the "Divestiture
Agreement") for the sale of Freedom Mobile Inc. ("Freedom") to
Quebecor, subject to regulatory approval (the "Freedom
Transaction"). The Freedom Transaction will ensure the presence of
a strong and sustainable fourth wireless carrier across
Canada. The parties strongly
believe the agreement effectively addresses the concerns raised by
the Commissioner of Competition and the Minister of Innovation,
Science and Industry regarding viable and sustainable wireless
competition in Canada.
Under the terms of the Divestiture Agreement, Quebecor has
agreed to buy Freedom on a cash-free, debt-free basis at an
enterprise value of C$2.85 billion,
expanding Quebecor's wireless operations nationally. The
Divestiture Agreement provides for the sale of all of Freedom
branded wireless and Internet customers as well as all of Freedom's
infrastructure, spectrum and retail locations. It also includes a
long-term undertaking by Shaw and Rogers to provide Quebecor
transport services (including backhaul and backbone) and roaming
services. The parties will work expeditiously and in good faith to
finalize definitive documentation.
As Freedom's new owner, Quebecor will bring a strong operational
track record, a history of competing vigorously and successfully in
telecommunications services, including its wireless brands in
Quebec and Eastern Ontario, and significant financial and
spectrum resources to enable an expedient path to the next
evolution of 5G technology for Freedom.
"Our agreement with Quebecor to divest Freedom is a critical
step towards completing our proposed merger with Shaw. We strongly
believe the divestiture will meet the Government of Canada's objective of a strong and sustainable
fourth wireless services provider," said Tony Staffieri,
President and CEO of Rogers. "This agreement between proven cable
and wireless companies will ensure the continuation of a highly
competitive market with robust future investments in Canada's world class networks. We look forward
to securing the outstanding regulatory approvals for our merger
with Shaw so that we can deliver significant long-term benefits to
Canadian consumers, businesses and the economy."
"This is a truly Canadian-made solution that will benefit all
Canadians by delivering increased competition and choice, the next
generation of telecommunications services and enabling the
transformative benefits of a combined Rogers and Shaw. We look
forward to completing the Shaw Transaction which would make Rogers
a truly national telecommunications provider." said Edward Rogers, Chairman of Rogers
Communications.
"This is a turning point for the Canadian wireless market," said
Pierre Karl Péladeau, President and CEO of Quebecor. "Quebecor's
Videotron subsidiary is the strong 4th player who, coupled with
Freedom's solid footprint in Ontario and Western
Canada, can deliver concrete benefits for all Canadians. We
have always believed that for there to be healthy competition in
wireless services only a player with a proven track record can
successfully enter the market. This is a value-added transaction
for all consumers and the Canadian economy. After fifteen years of
growth in the Quebec wireless
market, we have demonstrated our expertise, our ability to innovate
and our financial strength. Now we are taking another step to bring
the opportunities our customers already enjoy to consumers across
Canada." Mr. Péladeau added that
Quebecor and Rogers have always had a strong relationship.This
trilateral agreement with Shaw is yet another example.
"Today's announcement marks an important milestone in our bold
and transformative journey to join together with Rogers," said
Brad Shaw, Executive Chairman and
CEO of Shaw. "Since Shaw entered the wireless business in 2016, we
have made significant strides towards changing the Canadian
wireless landscape. We made a promise to Canadians that we would
increase choice and affordability and I'm proud to say we delivered
on that promise. Today's announcement ensures that Freedom Mobile
will remain a strong competitor."
Required Approvals
The Freedom Transaction is conditional, among other things, on
clearance under the Competition Act and the approval of ISED and
would close substantially concurrently with closing of the
Rogers-Shaw transaction.
The Rogers-Shaw transaction, announced March 15, 2021 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 Bureau and the Minister of Innovation, Science and
Industry (ISED).
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, the potential timing and anticipated receipt of the
required regulatory approvals 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",
"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 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 ISED regarding the Rogers-Shaw
Transaction; pending or potential litigation associated with the
Rogers-Shaw Transaction or the Freedom Transaction, including any
hearing or proceeding by or involving regulatory authorities; the
failure to realize the anticipated benefits of the Freedom
Transaction and the Rogers-Shaw Transaction in the expected
timeframe 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 Rogers, Shaw and Quebecor can
also be found in their public reports and filings which are
available under their respective profiles on as applicable
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, in the case of the Freedom Transasction, agreement by the
parties of the terms of a definitive agreement on or before
July 15, 2022 or such other date as
agreed by the parties. There can be no assurance that such
regulatory approvals 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 the Freedom Transaction or the Rogers-Shaw
Transaction will be acceptable to regulatory authorities and, if
applicable, will be completed in order to permit the Freedom
Transaction or the Rogers-Shaw Transaction to be consummated.
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 timeframe or at all.
All forward-looking statements are made pursuant to the "safe
harbour" provisions of the applicable Canadian and United States securities laws. Neither Rogers,
Shaw nor Quebecor are under any obligation (and Rogers, Shaw and
Quebecor expressly disclaim 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 world-class communications services and entertainment to
consumers and businesses on our award-winning networks. Our
founder, Ted Rogers, purchased his
first radio station, CHFI, in 1960. Today, we are dedicated to
providing industry-leading wireless, cable, sports, and media to
millions of customers across Canada. Our 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 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
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.
For more information:
Rogers Communications media contact
1-844-226-1338
media@rci.rogers.com
Rogers Communications investment community contact
Paul Carpino
647-435-6470
paul.carpino@rci.rogers.com
Shaw Communications Inc. contact
Chethan Lakshman, VP, External
Affairs
403-930-8448
chethan.lakshman@sjrb.ca
Shaw Communications investment community contact
investor.relations@sjrb.ca
Quebecor Inc. media contact
medias@quebecor.com
Quebecor Inc. investor relations contact
Hugues Simard, Chief Financial Officer
hugues.simard@quebecor.com
SOURCE Quebecor