Altice USA, Inc. Presents Offer to Acquire Cogeco in Order to Own Atlantic Broadband

Altice USA, Inc. (“Altice USA”) (NYSE: ATUS) announces that it has presented an offer to Cogeco Inc. (“CGO”) and Cogeco Communications Inc. (“CCA”, together with CGO, “Cogeco”) to acquire 100% of the issued and outstanding shares of Cogeco. Altice USA has also entered into an arrangement to sell all the Canadian assets of Cogeco to the largest long-term shareholder of Cogeco, Rogers Communications Inc. (“Rogers”) (TSX:RCI.A and RCI.B, NYSE: RCI), if its transaction with Cogeco is completed. Upon completion of the overall transaction, Altice USA would own all the U.S. assets of Cogeco, namely Atlantic Broadband.

Compelling and Value-Maximizing All-Cash Offer with Significant Premium

The aggregate all-cash consideration offered for all of the outstanding shares of CGO and CCA, including those owned by Rogers, is approximately C$10.3 billion (US$7.8 billion). This includes approximately C$4.8 billion (US$3.6 billion) to be paid by Altice USA for the U.S. assets¹:

• All the multiple voting shares of CGO are held in a company controlled by Mr. Louis Audet, the Executive Chairman of Cogeco, and members of the Audet family. Given the position of the controlling shareholder, its support is necessary to complete a transaction, and as such the Altice USA offer includes a sizeable premium on those shares. Specifically, the offer includes C$800 million (US$612 million) to the Audet family for their ownership interests, which include 100% of the multiple voting shares of CGO (“CGO MVS”) and approximately 0.9% of total outstanding CGO subordinate voting shares (“CGO SVS”).
• The offer also includes C$106.53 per share for the remaining CGO SVS and C$134.22 per share for each CCA subordinate voting share (“CCA SVS”). These offer prices represent a significant premium of 30% to each stock’s 1-month (August 2020) volume weighted average price (VWAP) on the Toronto Stock Exchange (the offer prices also represent a 36% premium for CGO SVS and 37% premium for CCA SVS to the August 31, 2020 closing prices).

Dexter Goei, Chief Executive Officer of Altice USA said: “We greatly respect and appreciate the legacy the Audet family has created with Cogeco, building an iconic company across Canada and the U.S. that is driven by superior customer service and continuous investments in technology. We are pleased to present this very attractive offer for Cogeco, and are confident that Mr. Audet and the Cogeco boards will act in the best interest of all shareholders and fairly evaluate this offer. We look forward to the opportunity to extend Altice USA’s high-quality broadband, video, mobile, and news offerings to more than 1.1 million additional homes and businesses.”