Rogers Communications and Shaw Communications are to be combined in a $26 billion transaction, subject to regulatory approvals.
In a company announcement, Rogers said the industry is at an “inflection point” and significant multibillion-dollar investments are required to close the connectivity gap.
“Rogers has Canada’s largest and most reliable 5G network. And when we combine Rogers scale, capital, and experience with Shaw’s existing cable, fibre-to-home and wireless networks we will be able to deliver this transformational technology to Canadian businesses, consumers, communities and institutions more quickly and more efficiently than either company could do on its own,” stated the announcement.
Once the transaction is complete, the companies say they intend to invest $2.5 billion in 5G networks across Western Canada, which is expected to create up to 3,000 net new jobs creating a combined workforce of 10,000 across B.C. and the prairie provinces.
“Today’s announcement brings two iconic Canadian family-founded businesses together with the expertise, combined assets, and scale to deliver the next generation of telecommunications to Canadian consumers and businesses. This is a transformational combination; and extends our company’s long legacy of innovation, entrepreneurship, and dedication to world-class service for decades to come,” said Edward Rogers, Chairman of Rogers Communications, in the announcement.
The combined company would create a headquarters for all Western operations at Shaw Court in downtown Calgary where the President of Western operations and other senior roles would be based. Additionally, Brad Shaw, Executive Chair & CEO of Shaw Communications, and another Director to be nominated by the Shaw family, will be named to the Rogers Board of Directors.
“Our two companies have been successful because of the foresight and vision of two great founders who were driven by their unrelenting pioneering spirit and entrepreneurial values,” added Brad Shaw, in a release. “Without a doubt, my father would be proud of this moment, combining forces with the company founded by his old friend to deliver more Canadians world class connectivity, more choice, and better value. While unlocking tremendous shareholder value, combining these two great companies also creates a truly national provider with the capacity to invest greater resources expeditiously to build the wireline and wireless networks that all Canadians need for the long term. This transaction will create benefits for generations to come.”
Under terms of the deal, Rogers would acquire all of Shaw’s issued and outstanding Class A and Class B Shares in a transaction valued at approximately $26 billion inclusive of approximately $6 billion of Shaw debt. Shaw shareholders would receive $40.50 per share in cash. The Shaw Family Living Trust, the controlling shareholder of Shaw, and certain members of the Shaw family, would 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.
The transaction is subject to closing conditions, including court, stock exchange and regulatory approval from the CRTC, the Competition Bureau, and the Ministry of Innovation, Science and Economic Development (ISED). Subject to those approvals, closing of the transaction is expected to occur in the first half of 2022.
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