Rogers Communications Inc. said Monday it will buy Shaw Communications Inc. in a deal that would combine Canada's two largest cable operations even as it's expected to face regulatory scrutiny over competition concerns in the wireless industry.
Valued at $26 billion including debt, the proposed deal comes at a pivotal time for cable and phone companies.
Although Shaw and Rogers aren't direct competitors in cable and internet because their networks are in different parts of the country, they have been fierce combatants in the wireless sector since Shaw bought the former Wind Mobile in 2016.
“As is the case in all telecom combinations, we expect there to be some pushback from the regulatory bodies given the potential impact this transaction would have on competition and wireless pricing,” wrote Canaccord Genuity analyst Aravinda Galappatthige in a note to clients.
Rogers chief executive Joe Natale told analysts in a morning conference call that it's too early to speculate on whether the competitors will be required to divest any of their operations before approval is granted from federal regulators, including the Competition Bureau.
“But we feel confident this transaction will be approved,” Natale said.
Rogers owns a national wireless network that operates under the Rogers, Fido and Chatr brands. Shaw owns Freedom Mobile and Shaw Mobile in Alberta, B.C. and Ontario.
They both compete against the other national wireless companies owned by Canada's biggest phone companies: Bell (including Virgin Mobile and Lucky Mobile) and Telus (along with its Koodo and Public Mobile brands). Rogers, Bell and Telus make up the so-called Big Three national carriers.
According to the Canadian Wireless Technology Association, which represents most of the carriers, there were about 33.8 million subscribers in Canada as of Sept. 30, 2020. Rogers had the most, with about 10.9 million, while Freedom had about 1.8 million subscribers.
“If the transaction can go through without a divestiture of wireless, it would be a key positive for all three (national) wireless names (especially Rogers of course),” Galappatthige said.
He said Montreal-based Quebecor, which owns Videotron, would likely be at the front of the line if there is a forced divestiture of Freedom, which has little presence east of Ontario.
Laura Tribe, executive director of consumer advocacy group OpenMedia, said in a statement that the government shouldn't approve the deal.
“We need more competition in Canada – not less,” Tribe said in a statement.
“Over the years, we've seen competitor after competitor swallowed up by the Big Three. The result is always the same – more profits for the Big Three, worse plans and less choice for Canadians. We can't afford this deal.”
François-Philippe Champagne, the federal minister of Innovation, Science and Industry, issued a brief statement that said he wouldn't predict the outcome of the regulatory reviews, but repeated the Liberal government's promises of greater affordability, competition and innovation in the Canadian telecom sector.
“These goals will be front and centre in analyzing the implications of today's news,” Champagne said.
Executives from the two companies revealed few details regarding how they expect to achieve $1 billion of synergies, which will be mostly from cost savings.
However, they did say on a joint conference call with analysts that savings in operating expenses will likely be more significant than savings from capital spending on equipment.
As part of the transaction, the companies said Rogers will invest $2.5 billion in 5G networks over the next five years across Western Canada.
Rogers also says it will create a new $1-billion fund dedicated to connecting rural, remote and Indigenous communities across Western Canada to high-speed internet service.
Rogers chief financial officer Tony Staffieri said that, with the regulatory approvals still at least a year away, there are too many variables to be decided to make predictions on cost cutting.
However, leadership of the two family-controlled companies made it clear at the joint news conference that they believe there will be great benefits from the combination.
“While unlocking tremendous shareholder value, combining (the) companies also creates a truly national provider with the capacity to invest greater resources expeditiously to build the wireline and wireless networks that all Canadians need for the long term,” Shaw chief executive Brad Shaw said in statement.
Under the plan, Rogers will pay holders of Shaw's class A and B shares $40.50 in cash per share, while the Shaw family will receive some of their payment in Rogers shares.
Shaw's class B shares, which are traded on the Toronto Stock Exchange, were up $9.27 or 38.8 per cent in early afternoon trading. They had traded as high as $35 each, setting a new 52-week high for Shaw stock.
In afternoon trading Monday, Rogers shares had gained $2.45 to $62.00, while Shaw shares were down 24 cents to $26.37.
The combined company will create a Western regional headquarters in Calgary, where the president of Western operations and other senior executives will be based.
Rogers said it has secured committed financing to cover the cash portion of the deal, while about 60 per cent of the Shaw family shares which will be exchanged for 23.6 million Rogers B-class shares.
Brad Shaw, and another director to be nominated by the Shaw family – which will become one of the largest Rogers shareholders – will be named to the Rogers board.
The special shareholder meetings are expected to be scheduled for May.