The CRTC has called for submission of interventions/comments/answers on the Corus acquisition of Shaw Media. Deadline for submission of the applicant’s reply: 17 February 2022
An application by Shaw Communications Inc. on behalf of Shaw Media Inc. and its licensed subsidiaries, for authority to effect a multi-step intra-corporate reorganization by transferring all the voting shares of SMI to Corus Entertainment Inc. or one of its subsidiaries (Corus).
The applicant would continue to operate the undertakings under the same terms and conditions as those in effect under the current licences.
SCI is owned by SJR Holdco Ltd. (78.33%).
SMI is a wholly-owned subsidiary of SCI.
Corus is owned by SFG Investments Ltd. (84.18%).
The effective control of SCI, SMI and Corus is exercised by Mr. JR Shaw.
Pursuant to the share purchase agreement, Corus would purchase the shares of SMI for $2.65 billion. Pursuant to Simplified approach to tangible benefits and determining the value of the transaction, the applicant did not propose to pay any tangible benefits.
The intra-corporate reorganization would be completed through one of the three series of transactions proposed below.
SCI would sell the common shares of SMI to Corus in consideration for cash and newly issued Class B non-voting shares by Corus.
Through various transfers, one wholly-owned subsidiary of Corus (Holdco1) would acquire the common shares of SMI in consideration for non-voting preferred shares of Holdco1.
Through various transfers, one wholly-owned subsidiary of SCI (Holdco2) would acquire the shares of SMI. Holdco2 would then transfer its shares to 1507441 Alberta Inc., another wholly-owned subsidiary of SCI (Holdco3). Finally, Corus would acquire the shares of Holdco3.
None of the proposed options would result in a change of the effective control of the undertakings, as it would continue to be exercised by Mr. JR Shaw throughout each step.
630 3rd Avenue SW
Email: [email protected]
Email to request electronic version of application: [email protected]
Deadline for interventions, comments or answers: 15 February 2022
Deadline for submission of applicant’s reply: 17 February 2022
The Canadian Radio-television and Telecommunications Commission Rules of Practice and Procedure (the Rules of Procedure) apply to the present proceeding. The Rules of Procedure set out, among other things, the rules for content, format, filing and service of interventions, answers, replies and requests for information; the procedure for filing confidential information and requesting its disclosure; and the conduct of public hearings. Accordingly, the procedure set out below must be read in conjunction with the Rules of Procedure and related documents, which can be found on the Commission’s website under “Statutes and Regulations.” Guidelines on the CRTC Rules of Practice and Procedure, Broadcasting and Telecom Information Bulletin CRTC 2022-959, 23 December 2022, provides information to help interested persons and parties understand the Rules of Procedure so that they can more effectively participate in Commission proceedings.
An intervention or answer from a respondent must be received by the Commission and by the applicant on or before the above-mentioned date. An answer from a respondent must also be served on any other respondent.
Interventions and answers should clearly identify the application referred to and indicate whether parties support or oppose the application, or, if they propose changes to it, include the facts and grounds for their proposal.
The Commission encourages interested persons and parties to monitor the record of the proceeding, available on the Commission’s website, for additional information that they may find useful when preparing their submissions.
Submissions longer than five pages should include a summary. Each paragraph of all submissions should be numbered, and the line ***End of document*** should follow the last paragraph. This will help the Commission verify that the document has not been damaged during electronic transmission.
Pursuant to Filing submissions for Commission proceedings in accessible formats, Broadcasting and Telecom Information Bulletin CRTC 2022-242, 8 June 2022, the Commission expects incorporated entities and associations, and encourages all Canadians, to file submissions for Commission proceedings in accessible formats (for example, text-based file formats that allow text to be enlarged or modified, or read by screen readers). To provide assistance in this regard, the Commission has posted on its website guidelines for preparing documents in accessible formats.