Rogers Communications Inc. (“Rogers”) and Shaw Communications Inc. (“Shaw”) welcome the decision summary by the Competition Tribunal allowing the proposed acquisition of Freedom Mobile by Videotron Ltd. (“Videotron”), a wholly-owned subsidiary of Quebecor, and the subsequent combination of Rogers and Shaw (the “Rogers-Shaw Transaction”) to proceed.
As a result of the Tribunal decision, the only required regulatory approval remaining under the Arrangement Agreement among Rogers and Shaw and the Freedom Mobile Share Purchase Agreement among Rogers, Shaw and Quebecor is the approval from the Minister of Innovation, Science and Industry for the transfer of Freedom Mobile’s wireless spectrum licenses to Videotron. The parties will continue to work constructively with Innovation, Science and Economic Development Canada to obtain this final approval.
In a joint statement, the companies said: “We are pleased with the favourable decision from the Competition Tribunal and thank the Tribunal members for their work in rendering a swift decision. This is an important milestone in the regulatory process and moves us one step closer to closing a series of transformative transactions proposed by Rogers, Shaw, and Quebecor. We look forward to reviewing the details of the decision and working with the Minister of Innovation, Science and Industry so we can clear the final regulatory hurdle to close these transactions.”
In addition, Rogers, Shaw and the Shaw Family Living Trust have agreed to extend the outside date of the Rogers-Shaw Transaction to January 31, 2023. Under the terms of the agreement with Quebecor, the outside date for the acquisition of Freedom Mobile by Quebecor is automatically extended to January 31, 2023.
The Rogers combination with Shaw has already been approved by the shareholders of Shaw, the Court of King’s Bench of Alberta, and the transfer of Shaw’s broadcasting licences to Rogers has been approved by the Canadian Radio-television and Telecommunications Commission. The sale of Freedom Mobile to Quebecor and the subsequent Rogers-Shaw merger remain subject to customary closing conditions that must be satisfied at the time of closing of each transaction.