Date Announced: January 13, 2016 Value: C$2.65 billion
On January 13, 2016, Corus Entertainment Inc. has entered into an
agreement to acquire all of Shaw Media Inc. from Shaw Communications Inc.
(SCI) for C$2.65 billion to be paid through a combination of cash
and Corus Class B shares. The transaction will give Corus ownership
of all of Shaw Media's leading brands, resulting in a combined
portfolio with significant scale, including 45 specialty television
channels, 39 radio stations, digital assets, the content studio,
Nelvana and 15 conventional television stations.
On a fiscal 2015 basis, Corus and Shaw Media combined generated
about C$1.9-billion in revenue, about C$619-million in adjusted
earnings before interest, taxes, depreciation and amortization, and
about C$430-million of free cash flow. The transaction is expected
to generate C$40-million to C$50-million of annual cost synergies
to be realized within 24 months, in addition to significant revenue
Under the terms of the transaction, Corus has agreed to acquire
100 per cent of Shaw Media for a total purchase price of C$2.65
billion; representing a multiple of about 7.7 times 2015
consolidated reported adjusted EBITDA. Upon closing of the
transaction, SCI will receive about C$1.85-billion in cash and
about 71 million Corus Class B shares at C$11.21 per share, which
is based on current volume-weighted average trading prices on the
Toronto Stock Exchange.
Corus Entertainment Inc., headquartered in Toronto, Ontario, is
an integrated media and entertainment company.
Shaw Media Inc., headquartered in Calgary, Alberta, is a
television broadcasting division of Shaw Communications Inc.
BLG acted as counsel to the Special Committee of Corus with a team led by Frank Callaghan that included Philippe Tardif and Laura Costen.
Under the Income Tax Act, the Employment Insurance Act, and the Excise Tax Act, a director of a corporation is jointly and severally liable for a corporation's failure to deduct and remit source deductions or GST.
Under the Income Tax Act, the Employment Insurance Act, the Canada Pension Plan Act and the Excise Tax Act, a director of a corporation is jointly and severally liable for a corporation's failure to deduct and remit source deductions.
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