Transactions Update
As announced earlier today, Rogers, Shaw, the Shaw Family Living Trust, and Quebecor Inc. agreed to extend the outside date of the closing of the merger of
Rogers and Shaw and the acquisition of Freedom Mobile by Videotron Ltd., a wholly-owned subsidiary of Quebecor, to April 7, 2023. Today, the Honourable François-Philippe Champagne, Minister of
Innovation, Science and Industry, also provided final approval to transfer Shaw’s spectrum licenses to Videotron. As part of this process, Rogers provided the Minister with legally enforceable undertakings to implement the commitments described
above, including annual reporting and financial penalties for non-compliance. Prior to the close of the Rogers-Shaw merger (the “Rogers-Shaw Merger”), Shaw will sell Freedom Mobile to Videotron (the
“Freedom Transaction”).
The decision of the Competition Tribunal on December 31, 2022, which was upheld by the Federal Court of Appeal on
January 24, 2023, allowed the Rogers-Shaw Merger and Freedom Transaction to proceed.
The Rogers-Shaw Merger had already been approved by the
shareholders of Shaw and the Court of King’s Bench of Alberta, and the transfer of Shaw’s broadcasting licences to Rogers had been approved by the Canadian Radio-television and Telecommunications Commission. Having received all required
regulatory approvals, the Rogers-Shaw Merger and Freedom Transaction remain subject only to customary closing conditions.
Information for Shaw
Securityholders
In order to receive consideration under the Rogers-Shaw Merger, registered Shaw shareholders that hold their shares directly in
their own name (and not through an intermediary such as a bank, securities broker or other institution) must complete and return the letter of transmittal that is available under Shaw’s profile on SEDAR at www.sedar.com and EDGAR at
www.sec.gov. Letters of transmittal will also be mailed to registered Shaw shareholders in due course. Non-registered Shaw shareholders should contact their broker, investment dealer, bank, trust company,
trust or other intermediary for assistance in depositing their shares and should follow the instructions of such intermediary or nominee. Shaw’s Class A Participating Shares and Class B Participating Shares will be delisted in
connection with the completion of the transaction.
Rogers intends to amalgamate with Shaw immediately following the completion of the Rogers-Shaw Merger.
As a result of the amalgamation, Rogers will become the issuer and assume Shaw’s obligations under the indenture (the “Shaw indenture”) governing eight series of outstanding notes that were originally issued by Shaw (the “Shaw
senior notes”). The Shaw indenture will be amended to reflect this and to make other administrative changes. The supplemental indenture effecting those amendments, and the Shaw indenture, will thereafter be filed under Rogers’ profile on
SEDAR at www.sedar.com. In connection with the Rogers-Shaw Merger, Rogers Communications Canada Inc. will provide a guarantee of the payment obligations under the Shaw senior notes (which guarantee may be terminated in certain circumstances). The
total aggregate principal amount of the Shaw senior notes outstanding today is $4.55 billion.
Caution Regarding Forward Looking Information
This news release includes “forward-looking statements” within the meaning of applicable securities laws, including, without
limitation, statements about the expected completion of both the Freedom Transaction and the Rogers-Shaw Merger, the anticipated timing for closing of the transactions, the anticipated benefits and effects of the Rogers-Shaw Merger, including the
timing thereof. 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.