Altice USA, Inc. Presents Revised and Enhanced Offer to Acquire Cogeco in Order to own Atlantic Broadband

Increases value to holders of subordinate voting shares; enhances premium to the Audet family

NEW YORK and TORONTO, Oct. 18, 2020 (GLOBE NEWSWIRE) -- Altice USA, Inc. (“Altice USA”) (NYSE: ATUS) announces that it has presented a revised and enhanced 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 revised its arrangement with the largest long-term shareholder of Cogeco, Rogers Communications Inc. (“Rogers”) (TSX: RCI.A and RCI.B, NYSE: RCI), to sell all the Canadian assets of Cogeco at an adjusted net price of C$5.2 billion, if its transaction with Cogeco is completed. Upon completion of the overall transaction, Altice USA would own all the U.S. assets (Atlantic Broadband) of Cogeco, and Rogers would own the Canadian assets.

If Altice USA is unable to arrive at a mutually satisfactory agreement by November 18, 2020, or, at the very least, it does not see a clear path forward to completion of a transaction, this revised offer will be withdrawn.

Dexter Goei, Chief Executive Officer of Altice USA said: “We are pleased to present an incredibly attractive revised and enhanced offer for Cogeco that significantly rewards all shareholders and incorporates feedback from recent discussions with holders of subordinate voting shares. We encourage the Cogeco boards to act in the best interest of all shareholders and stakeholders as they thoughtfully consider this offer, and we respectfully request that the boards engage with us to discuss our proposal.”

Compelling and Value-Maximizing Revised and Enhanced 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 C$11.1 billion (US$8.4 billion). This includes C$5.1 billion (US$3.9 billion) to be paid by Altice USA for the U.S. assets¹:

• All the multiple voting shares of CGO are 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$900 million (US$682 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% and 0.3% of the total outstanding CGO and CCA subordinate voting shares, respectively.
• The offer also includes C$123 per share for the remaining CGO subordinate voting shares (“CGO SVS”) and C$150 per share for the remaining CCA subordinate voting shares (“CCA SVS”). These offer prices represent significant premiums of 50% and 45% to each stock’s undisturbed 1-month (August 2020) volume weighted average price (VWAP) on the Toronto Stock Exchange respectively (the offer prices also represent a 57% premium for CGO SVS and 53% premium for CCA SVS to the undisturbed August 31, 2020 closing prices).

Other Considerations