Rogers Communications Inc 6-K, filed Sep 8, 2020
Rogers Communications Inc (RCI)
About this 6-K
Rogers Communications Inc filed this 6-K on September 8, 2020.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 6-K
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
under the Securities Exchange Act of 1934
For the month of September, 2020
Commission File Number 001-10805
ROGERS COMMUNICATIONS INC.
(Translation of registrant’s name into English)
333 Bloor Street East
10th Floor
Toronto, Ontario M4W 1G9
Canada
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
Form 20-F ☐ Form 40-F ☑
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):
Yes ☐ No ☑
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):
Yes ☐ No ☑
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| ROGERS COMMUNICATIONS INC. | ||||
| By: |
/s/ “Graeme McPhail” | |||
| Name: |
Graeme McPhail | |||
| Title: |
Chief Legal and Regulatory Officer | |||
| and Secretary | ||||
Date: September 4, 2020
Exhibit Index
| Exhibit Number |
Description of Document | |
| 99.1 | News Release dated September 2, 2020 – Rogers Communications confirms agreement with Altice USA to purchase Canadian assets of Cogeco | |
| 99.2 | News Release dated September 3, 2020 – Altice USA, Inc. and Rogers Communications Provide Statement on Cogeco’s Response to Acquisition Offer | |
| 99.3 | News Release dated September 4, 2020 – Rogers commits to expanding its already strong Quebec presence | |
Exhibit 99.1
Rogers Communications confirms agreement with Altice USA to purchase Canadian assets of Cogeco
Agreement conditional upon successful acquisition of Cogeco by Altice USA
TORONTO, Sept. 02, 2020 (GLOBE NEWSWIRE) — Rogers Communications Inc. (“Rogers”) today confirmed its agreement with Altice USA, Inc. (“Altice USA”) (NYSE: ATUS) to purchase all of the Canadian assets of Cogeco Inc. (“CGO”) and Cogeco Communications Inc. (“CCA”, together with CGO, “Cogeco”) for a net purchase price of approximately $4.9 billion. The transaction is conditional upon completion of the Altice USA offer on the terms publicly announced today.
As the largest long-term shareholder of Cogeco, Rogers is supportive of the value being created for all shareholders with the significant premium in the Altice USA offer. Rogers currently owns 41% of the outstanding CGO subordinate voting shares (“CGO SVS”) and 33% of outstanding CCA subordinate voting shares (“CCA SVS”).
Under the terms of the all-cash offer by Altice USA to purchase all of the outstanding shares of CGO and CCA, the offer prices and premiums are as follows:
| • | C$800 million to Mr. Louis Audet, Executive Chairman of Cogeco, and members of the Audet family for their controlling ownership interests, which include 100% of the multiple voting shares of CGO (“CGO MVS”) and approximately 0.9% of total outstanding CGO SVS. |
| • | C$106.53 per share for the remaining CGO SVS and C$134.22 per share for each CCA SVS, representing a significant premium of 30% to each stock’s 1-month (August 2020) volume weighted average price (VWAP) on the Toronto Stock Exchange (the prices also represent a 36% premium for CGO SVS and 37% premium for CCA SVS to the August 31, 2020 closing prices, respectively). |
Under the terms of the agreement with Altice USA, Rogers will be entitled to receive the premium offered by Altice USA to all subordinate voting shareholders. As a result, the net consideration to be paid by Rogers for the Canadian assets of Cogeco reflects a gross price of $5.5 billion, less the premium on the shares currently held by Rogers of $0.6 billion, less the current value of Rogers’ shares of $1.5 billion, for a net cash consideration of $3.4 billion.
Joe Natale, President and CEO of Rogers Communications, said: “Under the stewardship of Mr. Audet, the Audet family, and the 4,500 Cogeco team members, Cogeco has built an iconic company in Canada and the United States. This meaningful offer reflects the tremendous accomplishments of the Audet family and Cogeco’s employees. Rogers is excited about the opportunity to expand its breadth of industry leading technologies and products to an additional 1.8 million homes and businesses.”
Anthony Staffieri, CFO of Rogers Communications, said: “Rogers is fully supportive of the significant value being surfaced for all shareholders through the Altice USA offer. As well, the transaction consideration to be paid by Rogers, net of the value of the CCA and CGO shares that we currently hold, will be fully financed using existing available liquidity. We do not anticipate any need to issue equity as a result of this transaction and our current dividend of $2.00 per share is maintained.”
Caution Concerning Forward-Looking Statements
This news release includes “forward-looking information” and “forward-looking statements” within the meaning of applicable securities laws (collectively, “forward-looking information”), and assumptions about, among other things, the Altice USA Offer, our agreement with Altice USA and our intention to acquire the Canadian assets of CCA conditional on the completion of the Altice USA Offer, our business, operations, and financial performance and condition. Forward-looking information typically includes words like could, expect, may, anticipate, assume, believe, intend, estimate, plan, project, guidance, outlook, target, and similar expressions, although not all forward-looking information includes them.
Actual events and results can be substantially different from what is expressed or implied by forward-looking information as a result of risks, uncertainties, and other factors, many of which are beyond our control, including, but not limited to: uncertainty regarding whether the transactions described in this news release will be supported by the CGO and CCA boards and their respective shareholders; the parties’ ability to successfully negotiate definitive agreements in respect of, and complete, the transactions described in this news release; economic, geopolitical and other conditions affecting commercial activity; the integration of acquisitions; and the emergence of new opportunities. These factors can also affect our objectives, strategies, and intentions. Many of these factors are beyond our control or our current expectations or knowledge. Should one or more of these risks, uncertainties, or other factors materialize, our objectives, strategies, or intentions change, or any other factors or assumptions underlying the forward-looking information prove incorrect, our actual results and our plans could vary significantly from what we currently foresee.
Accordingly, we warn investors to exercise caution when considering statements containing forward-looking information and caution them that it would be unreasonable to rely on such statements as creating legal rights regarding our future results or plans. We are under no obligation (and we expressly disclaim any such obligation) to update or alter any statements containing forward-looking information or the factors or
assumptions underlying them, whether as a result of new information, future events, or otherwise, except as required by law. All of the forward-looking information in this news release is qualified by the cautionary statements herein. For a detailed discussion of the risks, uncertainties, and environment associated with our business, fully review the sections in our 2019 Annual MD&A entitled “Regulation In Our Industry” and “Governance and Risk Management”, as well as our various other filings with Canadian and US securities regulators, which can be found at sedar.com and sec.gov, respectively.
About Rogers:
Rogers is a leading diversified Canadian communications and media company. We are Canada’s largest provider of wireless voice and data communications services and one of Canada’s leading providers of cable television, high-speed Internet and telephony services to consumers and businesses. Through Rogers Sports & Media, we are engaged in radio and television broadcasting, sports, televised and online shopping, and digital media. Our shares are publicly traded on the Toronto Stock Exchange (TSX: RCI.A and RCI.B) and on the New York Stock Exchange (NYSE: RCI).
| For further information: |
||
| Investment community contact Paul Carpino 647.435.6470 paul.carpino@rci.rogers.com |
Media contact Sarah Schmidt 647.643.6397 sarah.schmidt@rci.rogers.com | |
Exhibit 99.2
|
|
Altice USA, Inc. and Rogers Communications Provide Statement on
Cogeco’s Response to Acquisition Offer
NEW YORK and TORONTO, Sept. 03, 2020 (GLOBE NEWSWIRE) — On the morning of September 2, 2020, Altice USA, Inc. (“Altice USA”) (NYSE: ATUS) announced that it had presented an offer to Cogeco Inc. (“CGO”) and Cogeco Communications Inc. (“CCA”, together with CGO, “Cogeco”) to acquire 100% of the issued and outstanding shares of Cogeco. Altice USA announced that it had also entered into an arrangement to sell all the Canadian assets of Cogeco to Rogers Communications Inc. (“Rogers”) (TSX:RCI.A and RCI.B, NYSE: RCI), Cogeco’s largest long-term shareholder with a significant presence in Quebec, if its transaction with Cogeco is completed. Upon completion of the overall transaction, Altice USA would own all the U.S. assets of Cogeco, namely Atlantic Broadband.
On the evening of September 2, 2020, the Cogeco boards of directors announced that they rejected the proposal.
Altice USA and Rogers provide the following comment:
“We strongly believe that we presented a very attractive offer – one that would reward all Cogeco shareholders with a significant premium – and we stand by that offer. We remain committed to pursuing this transaction and are open to engaging with shareholders and the boards in a constructive dialogue.”
Altice USA’s initial press release with details about the offer can be found here.
Rogers’ initial press release can be found here.
FORWARD-LOOKING STATEMENTS
Certain statements in this press release constitute forward-looking statements within the meaning of applicable securities laws. Investors are cautioned that the submission by Altice USA of a non-binding proposal to Cogeco, Rogers agreement to acquire the Canadian assets of Cogeco conditional on the consummation of such non-binding proposal and subsequent actions taken by or statements made by Altice USA or Rogers in respect of a potential transaction, should not be viewed as an indication that any specific transaction will be pursued or consummated. There can be no assurance that the offer will result in any specific action or transaction or agreement or, if a transaction is undertaken, as to the nature, terms or timing of such transaction. Neither Altice USA nor Rogers intend to disclose developments with respect to the offer unless it determines that disclosure is necessary or appropriate.
These forward-looking statements include, but are not limited to, all statements other than statements of historical facts contained in this release. Forward-looking statements typically includes words like could, expect, may, anticipate, assume, believe, intend, estimate, plan, project, guidance, outlook, target, and similar expressions, although not all forward-looking information includes them. Where, in any forward-looking statement, we express an expectation or belief as to future results or events, such expectation or belief is expressed in good faith and believed to have a reasonable basis, but there can be no assurance that the expectation or belief will result or be achieved or accomplished. To the extent that statements in this release are not recitations of historical fact, such statements constitute forward-looking statements, which, by definition, involve risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements including risks referred to in Altice USA’s most recently filed Annual Report on Form 10-K and its most recently filed Quarterly Report on Form 10-Q, and in Rogers’ 2019 Annual MD&A in the section entitled “Regulation In Our Industry” and “Governance and Risk Management”, as well as various other filings made by Altice USA and Rogers, as applicable, with Canadian and US securities regulators, which can be found at sedar.com and sec.gov, respectively. You are cautioned to not place undue reliance on the forward-looking statements contained in this news release. Any forward-looking statement speaks only as of the date on which it was made. Altice USA and Rogers specifically disclaim any obligation to publicly update or revise any forward-looking statement, as of any future date, except as required by law.
Contacts:
Altice USA Investor Relations Contacts
Nick Brown: 917 589 9983 / nick.brown@alticeusa.com
Cathy Yao: 347 668 8001 / cathy.yao@alticeusa.com
Altice USA Communications Contact
Lisa Anselmo: 516 279 9461 / lisa.anselmo@alticeusa.com
Rogers Investment Community Contact
Paul Carpino: 647 435 6470 / paul.carpino@rci.rogers.com
Rogers Media Contact
Sarah Schmidt: 647 643 6397 / sarah.schmidt@rci.rogers.com
About Altice USA:
Altice USA (NYSE: ATUS) is one of the largest broadband communications and video services providers in the United States, delivering broadband, video, mobile, proprietary content and advertising services to more than 4.9 million residential and business customers across 21 states through its Optimum and Suddenlink brands. The company operates a4, an advanced advertising and data business, which provides audience-based, multiscreen advertising solutions to local, regional and national businesses and advertising clients. Altice USA also offers hyper-local, national, international and business news through its News 12, Cheddar and i24NEWS networks.
About Rogers:
Rogers is a leading diversified Canadian communications and media company. We are Canada’s largest provider of wireless voice and data communications services and one of Canada’s leading providers of cable television, high-speed Internet and telephony services to consumers and businesses. Through Rogers Sports & Media, we are engaged in radio and television broadcasting, sports, televised and online shopping, and digital media. Our shares are publicly traded on the Toronto Stock Exchange (TSX: RCI.A and RCI.B) and on the New York Stock Exchange (NYSE: RCI).
Exhibit 99.3
Rogers commits to expanding its already strong Quebec presence
Includes commitment to create even more jobs and ensure Cogeco’s headquarters remain in Quebec
Company is currently investing heavily in expanding Canada’s first and largest 5G network across Quebec and
bringing high-speed wireless and internet services to more rural and remote communities
Marks 35 years in Quebec with 3,000 strong local team and nearly 2 million wireless customers
MONTREAL, Sept. 04, 2020 (GLOBE NEWSWIRE) — Following this week’s announcement related to the proposal to acquire Cogeco’s Canadian assets, Rogers Communications today reaffirmed its commitment to expand and grow its presence in Quebec.
Upon successful completion of a Cogeco transaction, Rogers would ensure that Cogeco’s headquarters and management team remain in the province, including the operations of the company’s Quebec based media assets. This follows a similar approach after the purchase of Fido 16 years ago, with the brand headquartered in the recently renovated downtown Montreal headquarters at Place Bonaventure following an investment of $42 million in modern offices.
“Rogers and Fido have deep roots across Quebec and we want to build on them. We’re passionate about driving Quebec’s digital future and have the scale, expertise and commitment to make it a reality,” said Joe Natale, President and CEO, Rogers Communications. “We are committed to investing in high-quality jobs, delivering both wireless and broadband next-generation technology and helping close the connectivity gap in rural and remote Quebec communities. Now more than ever, we want to grow our local presence here and help to contribute to a strong, vibrant Quebec.”
Rogers is proud to mark 35 years as a company in Quebec and Montreal-born Fido continues to call the city home to its executive team and customer solution centre since 1996. Today, Rogers and Fido employ approximately 3,000 Quebeckers across the province in network and technology, media, corporate, customer solutions, sales, and retail roles.
“We are incredibly excited about the opportunity to connect more communities and expand the reach of our innovative technologies across Quebec to help fuel our local economy with the next generation of wireless technology and our innovative broadband technology,” said Edith Cloutier, President of Quebec, Rogers Communications. “While we are part of a larger Canada-wide company, our Quebec headquarters and executive team are key to our success. We know our communities and our customers best and are passionate about giving back where we work and live.”
The company’s history in Quebec includes the very first wireless call in Canada, made in 1985 between Montreal and Toronto on the Rogers wireless network. Since then, the company has supported the move from 1G, 2G, 3G, 4G and now 5G in the province. Over the last 10 years, Rogers has invested more than $2 billion in its Quebec networks and offers wireless services across the province. In January, Rogers began the rollout of Canada’s first 5G network to Montreal and earlier this week Rogers announced that 5G is now available in Gatineau, Quebec City and Trois-Rivières.
“As a member of the Rogers Board, I know the commitment to invest and grow in Quebec is shared by the Rogers family, the company and leadership team,” said Robert Dépatie, Company Director. “Rogers is Cogeco’s largest long-term shareholder with deep roots in Quebec serving nearly 2 million customers. We support the value being created for all shareholders with this proposal. This is an opportunity to leverage the full weight of Rogers to make even more meaningful, long-term investments to benefit Quebec now and into the future.”
Last year, a PwC study commissioned by the company indicates that Rogers investments and operations resulted in a total economic footprint in Quebec of over $2.7 billion of output, including over 11,000 full-time jobs generated and supported.
In addition to supporting high quality jobs and infrastructure in the province, Rogers and Fido have a long history of supporting Quebec communities. This includes sponsorship of Montreal Pride and the Rogers Cup in Montreal. Over the last three years, the company has awarded scholarships to more than 100 Quebec youth, many nominated by Les YMCA du Quebec, Intégration jeunesse Québec and Gris Montréal.
In June, the Rogers family announced a $10-million community donation to various Quebec charities as to help those most affected by the financial impact from COVID-19.
About Rogers
Rogers is a proud Canadian company dedicated to making more possible for Canadians each and every day. Our founder, Ted Rogers, purchased his first radio station, CHFI, in 1960. We have grown to become a leading technology and media company that strives to provide the very best in wireless, residential, sports, and media to Canadians and Canadian businesses.
Our shares are publicly traded on the Toronto Stock Exchange (TSX: RCI.A and RCI.B) and on the New York Stock Exchange (NYSE: RCI). If you want to find out more about us, visit about.rogers.com.
For further information: media@rci.rogers.com, 1-844-226-1338