Rogers Communications Inc.'s $26 Billion Acquisition of Shaw Communications Inc.

Rogers Communications Inc. (“Rogers”), represented by Goodmans LLP and Shaw Communications Inc. (“Shaw”) reached an agreement for Rogers to acquire all of Shaw’s issued and outstanding Class A Shares and Class B Shares in a transaction valued at approximately $26 billion inclusive of approximately $6 billion of Shaw debt (the “Transaction”).

Under the terms of the Transaction, holders of Shaw Class A Shares and Class B Shares will receive $40.50 per share in cash. The Shaw Family Living Trust, the controlling shareholder of Shaw, and certain members of the Shaw family, will 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 customary closing conditions including shareholder, court and stock exchange approval, as well as approvals from the Competition Bureau, the Ministry of Innovation, Science and Economic Development (“ISED”) and the Canadian Radio-television and Telecommunications Commission (“CRTC”).   The transaction is not conditional upon financing, as Rogers has secured committed financing to cover the cash consideration.

A Special Committee of independent directors of Shaw unanimously recommended the Transaction, and Shaw’s Board of Directors unanimously approved the Transaction. The Shaw Family Living Trust has irrevocably agreed to vote all of its Class A Shares (representing 79% of the outstanding Class A Shares) and Class B Shares in favour of the Transaction.

Subject to receipt of all required approvals, closing of the Transaction is expected to occur in the first half of 2022.

Goodmans acted as legal advisor to Rogers in connection with the transaction.