SJR Shaw Communications Inc

Shaw Communications today issued the following statement in reaction to the decision of the Competition Tribunal released on the evening of January 1, 2023. The decision is available at https://decisions.ct-tc.gc.ca/ct-tc/cdo/en/521175/1/document.do.

The Competition Tribunal’s ruling is comprehensive, thoughtful, well-reasoned and clear in its finding that the proposed Shaw-Videotron-Rogers transactions are “not likely to prevent or lessen competition substantially.”

In fact, in its 88-page decision the Tribunal considered carefully the evidence provided during a month-long hearing. The Tribunal found accurately that if the transactions are allowed to proceed, “the strengthening of Rogers’ position in Alberta and British Columbia…will also likely contribute to an increased intensity of competition in those markets.”

We are confident that these pro-competitive transactions will bring more choice, more affordability, more innovation and more connectivity to Canadians, and that the Competition Tribunal’s decision was the right one.

The decision points out that the Commissioner’s position and case relied heavily on evidence from our principal competitors, including TELUS. In attempting to block these transactions, the decision makes clear that the Commissioner’s position served the interests of TELUS and not consumers. 

The opening paragraph speaks for itself: “A well-known adage in the competition law community holds that when competitors oppose a merger, it is often a good indication that the merger will be beneficial for competition. In this case, the opposition from the Respondents’ two national competitors has been vigorous and far-reaching.”

The Tribunal’s decision also found that the Commissioner’s case is “divorced from reality.” The Tribunal disagreed with the premise of the Commissioner’s case that focused on a non-existent transaction in which Rogers acquires Freedom that no party intends to proceed with and that will never happen, rather than the clearly pro-competitive reality of Videotron's acquisition of Freedom. Given the Tribunal’s stated concerns about “spend[ing] scarce public resources,” Shaw believes the public interest will be best-served by expeditiously closing the actual proposed transactions.

The Commissioner launched his appeal before the Tribunal’s Decision was rendered yesterday evening. It is now clear that the Tribunal rejected the evidence of the most important witnesses of the Commissioner, as well as all of his key complaints and theories. In the circumstances, Shaw urges the Commissioner to reconsider his decision to pursue an appeal.

We look forward to continuing to engage with government officials to obtain the final regulatory approval required for our spectrum licences to be transferred to Videotron.

Caution Regarding Forward Looking Statements

This news release includes “forward-looking statements” within the meaning of applicable securities laws, including, without limitation, statements about outstanding regulatory approvals and the expected completion of both the sale of Freedom to Videotron (the “Freedom Transaction”) and the Rogers-Shaw Transaction. Forward looking information may in some cases be identified by words such as “will”, “anticipates”, “believes”, “expects”, “intends” and similar expressions suggesting future events or future performance.

We caution that all forward-looking information is inherently subject to change and uncertainty and that actual results may differ materially from those expressed or implied by the forward- looking information. A number of risks, uncertainties and other factors could cause actual results and events to differ materially from those expressed or implied in the forward-looking information or could cause the current objectives, strategies and intentions of Shaw to change. Such risks, uncertainties and other factors include, among others, the possibility that the Freedom Transaction or the Rogers-Shaw Transaction will not be completed in the expected timeframe or at all; the failure to obtain any necessary regulatory approvals and clearances in connection with the Freedom Transaction in the expected timeframe or at all; the possibility that the parties will not be able to reach a resolution with the Minister of Innovation, Science and Industry regarding the Freedom Transaction or the Rogers-Shaw Transaction; the outcome and timing of pending litigation or regulatory proceedings associated with the Rogers-Shaw Transaction or the Freedom Transaction, including the outcome of the appeal being sought from the decision rendered by the Competition Tribunal and the application for an injunction against closing the Freedom Transaction and the Rogers-Shaw Transaction pending the determination of that appeal; the failure to realize the anticipated benefits of the Freedom Transaction and the Rogers-Shaw Transaction in the expected timeframes or at all; and general economic, business and political conditions. Accordingly, we warn investors to exercise caution when considering statements containing forward-looking information and that it would be unreasonable to rely on such statements as creating legal rights regarding the future results or plans of Shaw. We cannot guarantee that any forward-looking information will materialize and you are cautioned not to place undue reliance on this forward-looking information. Any forward-looking information contained in this news release represent expectations as of the date of this news release and are subject to change after such date. A comprehensive discussion of other risks that impact Shaw can also be found in its public reports and filings at www.sedar.com and www.sec.gov.

Forward-looking information is provided herein for the purpose of giving information about the Freedom Transaction and the Rogers-Shaw Transaction, their expected timing and their anticipated benefits. Readers are cautioned that such information may not be appropriate for other purposes. The completion of the Freedom Transaction and the Rogers-Shaw Transaction is subject to certain closing conditions, termination rights and other risks and uncertainties including, without limitation, regulatory approvals and clearances. There can be no assurance that such closing conditions will be satisfied, that such remaining regulatory approvals and clearances will be obtained or that either the Freedom Transaction or the Rogers-Shaw Transaction will occur, or that either will occur on the terms and conditions described herein or previously announced. The Freedom Transaction and the Rogers-Shaw Transaction could be modified, restructured or terminated. There can be no assurance that one or both of the Freedom Transaction or the Rogers-Shaw Transaction will be acceptable to regulatory authorities or will be completed in order to permit the other transaction to be consummated. There can also be no assurance that the outside date of the Rogers-Shaw Transaction will be further extended by the parties, or that the outside date of the Freedom Transaction will be extended by the parties to the extent necessary to permit closing of either transaction to occur. Finally, there can be no assurance that the anticipated benefits of either the Freedom Transaction or the Rogers-Shaw Transaction will be achieved in the expected timeframes or at all.

All forward-looking statements are made pursuant to the “safe harbour” provisions of the applicable Canadian and United States securities laws. Shaw is not under any obligation (and expressly disclaims any such obligation) to update or alter any statements containing forward-looking information, the factors or assumptions underlying them, whether as a result of new information, future events or otherwise, except as required by law. All of the forward-looking information in this news release is qualified by the cautionary statements herein.

About Shaw Communications Inc.Shaw is a leading Canadian connectivity company. The Wireline division consists of Consumer and Business services. Consumer serves residential customers with broadband Internet, video and digital phone. Business provides business customers with Internet, data, WiFi, digital phone, and video services. The Wireless division provides wireless voice and LTE data services. 

Shaw is traded on the Toronto and New York stock exchanges and is included in the S&P/TSX 60 Index (Symbol: TSX - SJR.B, NYSE - SJR, and TSXV - SJR.A). For more information, please visit www.shaw.ca.

For more information:

Shaw media relations contactChethan Lakshman, VP, External Affairs403-930-8448chethan.lakshman@sjrb.ca

Shaw Investor Relations contactInvestor.relations@sjrb.ca