Corus Entertainment Inc. ("Corus") (TSX: CJR.B) today announced it will hold a special meeting of shareholders (the "Special Meeting") to consider its proposed acquisition (the "Acquisition") of Shaw Media Inc. ("Shaw Media") at Corus Quay, 25 Dockside Drive, Toronto, Ontario at 10 a.m. (Eastern Time) on March 9, 2016. A notice of meeting and the management information circular relating to the Special Meeting (the "Meeting Materials") have been filed on SEDAR www.sedar.com and are also available on Corus' website www.aStrongNewCorus.com.
On January 13, 2016, Corus entered into a share purchase agreement (the "Acquisition Agreement") with Shaw Communications Inc. ("Shaw") to acquire Shaw Media for $2.65 billion, to be paid through a combination of cash and the issuance of Class B non-voting participating shares ("Class B Shares") to Shaw. Corus Management believes the Acquisition is a unique opportunity to create a powerful integrated media and content company (the "Combined Company") with the scale and scope to compete and grow, both domestically and in international markets. The Acquisition is fully financed and is expected to be immediately accretive on an earnings per share and free cash flow per share basis. The Combined Company's highly cash generative assets are expected to enable Corus to maintain its current dividend of $1.14 per Class B Share, and cost synergies are expected to generate an estimated $40 to $50 million in annual operating savings within 24 months.
The Meeting Materials contain, among other things, a full description of the Acquisition and background details on the extensive review and negotiation process undertaken as part of the Acquisition. This included oversight by a special committee of independent directors of the Board (the "Corus Special Committee"), who secured a formal valuation and fairness opinion relating to the Acquisition from Barclay's Capital Canada Inc. In addition, Corus obtained a fairness opinion from RBC Dominion Securities Inc. The Meeting Materials also contain a detailed explanation of the Corus Board's decision to approve the Acquisition and recommendation that shareholders vote in favour of the Acquisition.
VOTING TO APPROVE THE ACQUISITION
Holders of Class A participating shares ("Class A Shares") and Class B Shares are entitled to vote at the Special Meeting. Class A and Class B shareholders will each be asked to consider and vote upon a resolution to approve the Acquisition on and subject to the terms of the Acquisition Agreement, including the approval of the issuance of 71,364,853 Class B Shares to be paid to Shaw in connection with the Acquisition.
In addition, holders of the Class A Shares will be asked to consider and vote upon a resolution to allow the Board to fix the number of directors of the Company following the Acquisition, within the minimum and maximum number provided in the Articles of the Company.
For the Acquisition to proceed, it must be approved by: (i) at least a majority of the votes cast at the Meeting by or on behalf of the holders of Class A Shares in accordance with the requirements of the Toronto Stock Exchange; and (ii) at least a majority of the holders of Class A Shares and a majority of holders of Class B Shares at the Meeting in accordance with the requirements of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions, in each case excluding any Class A Shares and Class B Shares held by "interested parties" as more particularly set out in the Meeting Materials.
In addition to shareholder approval, the Acquisition is conditional upon approval by the Canadian Radio-television and Telecommunications Commission (CRTC), a federal regulatory agency with oversight of the Canadian media and telecommunications industry.
Corus encourages shareholders to carefully read the Meeting Materials, which contain important information about the transaction, and recommends shareholders vote in favour of this transformational Acquisition.
HOW TO VOTE
Registered Shareholders: Registered Shareholders (Shares which are registered or held in the name of the shareholders or represented by a physical certificate or through the Direct Registration System) may vote by mail, internet, telephone or in person at the Special Meeting. For shareholder convenience, Corus has provided voting via the internet or by telephone/fax as follows:
Internet: Shareholders may, with the control number listed on the form of proxy, vote online at www.cstvotemyproxy.com using their 13-digit control number.
Telephone/Fax: Shareholders may vote by telephone at 1-888-489-5760 (toll-free Canada and U.S.) using the 13-digit control number provided on the proxy or by smartphone using the QR code provided or by facsimile to 1-866-781-3111 (toll-free in Canada and U.S.) or 416-368-2502.
Non-Registered Shareholders: Non-Registered Shareholders (Shares which are deposited with a bank, a trust, a brokerage firm or held through an Intermediary or clearing agency), should follow the voting instructions provided in the materials received on the voting instruction form.
Corus encourages shareholders to vote as soon as possible. To ensure their vote is counted, shareholders will need to vote at least 48 hours (excluding Saturdays, Sundays and holidays) before the time of the Special Meeting.