Shaw Announces the Mailing of Its Circular in Connection With the Special Meeting of Shareholders to Approve the Proposed Business Combination With Rogers

CALGARY, Alberta, April 23, 2021 (GLOBE NEWSWIRE) -- Shaw Communications Inc. (“Shaw”) announces the filing of a management information circular dated April 14, 2021 (the “Circular”) and related meeting and proxy materials, which will be mailed to holders of Shaw’s Class A Participating Shares (“Class A Shares”) and Class B Non-Voting Participating Shares (“Class B Shares”) in connection with the proposed business combination with Rogers Communications Inc. (“Rogers”).

Shaw and Rogers agreed to combine their respective businesses in accordance with an arrangement agreement dated March 13, 2021 pursuant to which Rogers will acquire all of Shaw’s issued and outstanding Class A Shares and Class B Shares. The transaction will be implemented by way of a court-approved plan of arrangement (the “Arrangement”) under the Business Corporations Act (Alberta).

A special committee (“Special Committee”) of independent directors of Shaw’s Board has unanimously recommended, after consulting with its financial and legal advisors, and based upon, among other things, the fairness opinion received from CIBC World Markets Inc. (“CIBC”), that the Board approve the Arrangement and unanimously recommend that holders of Class A Shares (“Class A Shareholders”) and holders of Class B Shares (“Class B Shareholders”) (other than the Shaw Family Living Trust, the controlling shareholder of Shaw, and related persons as provided for under the Arrangement, collectively, the “Shaw Family Shareholders”) vote in favour of the Arrangement.

The Board has unanimously (with Bradley Shaw abstaining) approved, after consultation with its respective financial and legal advisors, and based upon, among other things, the fairness opinion received from TD securities Inc. and the unanimous recommendation from the Special Committee (including the fairness opinion received from CIBC), the Arrangement and unanimously recommends that the Class A Shareholders and Class B Shareholders (other than the Shaw Family Shareholders) vote in favour of the Arrangement.

Shaw’s Board and senior management have agreed to vote all of the shares they own, or exercise control or direction over, in favour of the Arrangement. The Shaw Family Shareholders have also irrevocably agreed to vote all of their Class A Shares (representing approximately 79% of the outstanding Class A Shares as of the Record Date (as defined below)) and Class B Shares (representing approximately 8% of the outstanding Class B Shares as of the Record Date) in favour of the Arrangement. In addition, Cathton Investments Ltd. and, more recently, New Horizons Communications Holdings Ltd. have agreed to vote all of their Class A Shares in favour of the Arrangement, representing approximately 67% of the outstanding Class A Shares not held by the Shaw Family Shareholders, being 67% of the Class A Shares entitled to be voted as part of the separate Class A Share “majority of the minority” vote required under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”).