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Rogers (RCI), Shaw Merger Attains Competition Tribunal Approval

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Rogers Communications (RCI - Free Report) and Shaw Communications recently received approval from the Canadian Competition Tribunal, allowing the proposed acquisition of Freedom Mobile by Videotron, a wholly-owned subsidiary of Quebecor and the subsequent combination of Rogers and Shaw to proceed.

Canada’s merger court ruled in favor of Rogers Communications and Shaw Communications in a key antitrust case, clearing one of the final hurdles to the union of two of the nation’s largest telecommunications firms.

The three-member Competition Tribunal rejected the Commissioner of Competition's request to oppose the deal, stating that the deal is not likely to prevent or lessen competition substantially. The panel also ruled that the proposed deal is not likely to lead to materially higher prices or a decline in service, quality or innovation.

Rogers, Shaw and the Shaw Family Living Trust have agreed to extend the outside date of the Rogers-Shaw Transaction to Jan 31, 2023. Under the terms of the agreement with Quebecor, the outside date for the acquisition of Freedom Mobile by Quebecor is automatically extended to Jan 31, 2023.

Rogers, Shaw Merger Deal Clears Major Hurdle

In March 2021, Rogers proposed a C$26 billion takeover of Shaw Communications, a move that would reduce the number of Canadian wireless operators from four to three. The deal had to be approved by the Competition Bureau, the Canadian Radio-television and Telecommunications Commission (CRTC) and the Ministry of Innovation, Science and Economic Development .

A year later, after the CRTC approved the deal following its own five-day hearing, the Competition Bureau blocked the merger, arguing that the deal would hurt competition.

In August 2022, Rogers and Shaw announced the $2.85 billion sale of Shaw’s wireless carrier company, Freedom Mobile, to Quebecor’s subsidiary Videotron, in hopes of allaying concerns regarding Rogers’ market dominance, following a two-day failed mediation process with the bureau in July.

That move also failed to convince antitrust regulators, leading the two telecom giants to confront the Competition Bureau in a court fight that started in November, hoping to seal the 20-month long merger and acquisition battle.

Earlier this year, Industry Minister François-Philippe Champagne said that he would not allow Rogers to acquire all of Shaw's wireless licenses, suggesting the final approval for the merger required concessions, including the sale of Freedom Mobile.

The Competition Tribunal held four weeks of hearings to discuss concerns about the proposed deal.

During four weeks of hearings, lawyers for the Competition Bureau argued that the sale of Freedom to Quebecor would not be enough to mount a serious challenge to a larger Rogers and the country’s two other big telecommunications companies, Bell Canada Enterprise (BCE - Free Report) and Telus Corp. (TU - Free Report) , insisting that Freedom would be weaker outside Shaw.

Currently, Rogers, Bell Canada Enterprise and Telus serve about 87% of Canadian subscribers.

On Oct 27, 2022, Telus announced an agreement to acquire WillowTree for $1.225 billion, which is expected to be completed by January 2023. The acquisition will help the company to cross-sell its products to mutual customers and improve software development capabilities.

Bell Canada Enterprise had previously made an offer to buy Shaw Communications. Bell’s initial bid for Shaw valued the company at $37 per share, higher than Rogers’ initial bid of $35. However, Bell and Shaw Communications could not agree on other conditions, which allowed Rogers to seal the deal.

Rogers and Shaw argued the deal would enhance competition and be better for consumers. As part of the transaction, the companies will together invest $2.5 billion in 5G networks over the next five years across Western Canada, which will enhance competitiveness.

Rogers-Shaw and Quebecor now await approval from Canada's Industry Minister François-Philippe Champagne to transfer Freedom Mobile's spectrum license to Quebecor. Rogers currently has a Zacks Rank #3 (Hold). You can see the complete list of today’s Zacks #1 Rank (Strong Buy) stocks here.


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