24 LEXPERT MAGAZINE
|
JUNE 2016
BIG DEALS
DEALS ANALYSIS
15
15
Total Deals Published
7
Corporate Finance
21
8
Mergers and Acquisitions
21
6
Cross-border Transactions
21
BIG DEALS
TRANSACTION VITALS
ANNOUNCED: 1/13/2016
CLOSED:
4/1/2016
TECHNIQUE:
DIVESTITURE
ATTITUDE:
FRIENDLY | DOMESTIC ACQUIRER
SOUGHT:
100%
DOUGLAS BRYCE
OSLER, HOSKIN
& HARCOURT LLP
TORONTO
(FOR CORUS)
FRANK CALLAGHAN
BORDEN LADNER GERVAIS LLP
TORONTO
(FOR THE CORUS SPECIAL
COMMITTEE)
VINCENT MERCIER
DAVIES WARD PHILLIPS
& VINEBERG LLP
TORONTO
(FOR SHAW)
STEPHEN HALPERIN
GOODMANS LLP
TORONTO
(FOR THE SHAW SPECIAL
COMMITTEE)
On April 1, 2016, Corus Entertainment Inc. acquired the business
of Shaw Media Inc. from Shaw Communications Inc. is acquisi-
tion more than doubled Corus' size, creating a combined portfolio of
brands encompassing 45 specialty television services, 15 conventional
television channels; 39 radio stations; a global content business; book
publishing and a portfolio of digital assets.
Corus paid a purchase price of $2.65 billion for Shaw Media, sub-
ject to certain post-closing adjustments, which was satisfied by Corus
through a combination of $1.85 billion in cash and the issuance by
Corus to Shaw of 71,364,853 Class B Shares (CJR.B – TSX) at an
agreed value of $11.21 per share. Shaw is an "affiliate" of Corus with-
in the meaning of applicable Canadian securities laws as a result of a
majority of the voting securities of both Shaw and Corus being held,
directly or indirectly, by JR Shaw through the Shaw Family Living
Trust and its affiliates.
As a result, the acquisition constituted a related party transaction
for purposes of Multilateral Instrument 61-101 – Protection of Minor-
ity Security Holders in Special Transactions (MI 61-101), requiring a
formal valuation and Corus minority shareholder approval. Each of
Corus and Shaw struck independent special committees to, among
other things, review and negotiate the terms of the acquisition.
Following the calling of a special meeting of Corus shareholders
to be held on March 9, 2016, e Catalyst Capital Group Inc. pub-
licly announced its opposition to the acquisition and its intention of
preventing the completion of the transaction. In addition to a public
relations campaign comprising press releases and conference calls,
Catalyst conducted a dissident proxy campaign in connection with
the required shareholder approval of the transaction.
Catalyst also applied to the Ontario Securities Commission (the
OSC) seeking to delay the Corus shareholder meeting on the basis
of alleged disclosure deficiencies in connection with the acquisition.
Following two expedited hearings before a panel of three commis-
sioners of the OSC, the panel denied Catalyst standing to bring a
public interest jurisdiction application to the OSC under s. 127 of the
Securities Act (Ontario).
Following the OSC hearings, minority shareholder approval was
obtained at the special meeting held on March 9, 2016, in accordance
with the minority approval requirements of MI 61-101 and the re-
quirements of the Toronto Stock Exchange.
e acquisition was also subject to the approval of the Canadian
Radio-television and Telecommunications Commission, which was
received on March 23, 2016.
e cash consideration for the acquisition, the related re-financing
of existing indebtedness of Corus and the redemption of Corus' 4.25
per cent senior unsecured notes due February 11, 2020 (the Senior
Notes), of which $550 million principal (plus accrued and unpaid in-
terest) was then outstanding, was financed through a combination of
debt from increased credit facilities and equity from the net proceeds
COMPILED BY GENA SMITH
Utilities Financials Health Research
Media & Entertainment Recreation & Leisure Advertising & Marketing
E-Commerce
Consumer Staples
CORUS ENTERTAINMENT ACQUIRES
SHAW MEDIA FROM SHAW COMMUNICATIONS
