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Regulatory filing shows Bell was in running to buy Shaw before Rogers deal

BCE reportedly walked away from a potential deal over fears it was assuming too much regulatory risk, paving the way for Rogers to clinch the $26-billion megadeal.
April 26, 2021

The shakeup in Canada’s telecommunications sector could have been very different, according to a regulatory filing made Friday by Shaw Communications.

In the filing, Shaw says Bell Canada Enterprises (BCE) was in the running to acquire the Calgary-based company earlier this year, tabling a pair of offers before Rogers Communications’ $26-billion bid was accepted. What ultimately led BCE to walk away was that it felt the deal would expose it to too much regulatory risk, according to reports.

Shaw’s regulatory filing says that the CEO of a third party – referred to in the document as “Party A” – met with Shaw CEO Brad Shaw on Jan. 6 and outlined the potential benefits of a business combination. Brad Shaw later, on Jan. 29, invited Rogers CEO Joe Natale to Calgary to discuss the possibility of a deal – an idea first floated by Natale in late July of 2020, according to Shaw.

A Bell spokesperson confirmed to Playback Daily that the “Party A” referred to in the Shaw filing is Bell. “We’ve made a number of successful strategic acquisitions over the last decade and look closely at opportunities that may work. We determined this opportunity wasn’t in the best interests of our stakeholders,” said the spokesperson.

With two potential buyers in play, Shaw formally initiated a sales process in February to explore bids from both Rogers and BCE. BCE initially made an offer of $37 per share in cash and stock, with Rogers offering $35 per share. Rogers subsequently increased its offer to $40.50 per share on Feb. 22, prompting BCE to revise and increase its offer to match Rogers’ bid. The filing noted that Bell’s proposed offers “continued to contain certain regulatory issues that had previously been identified as being of concern.”

In its filing, Shaw did not discuss the specific concerns cited by Bell. However, according to multiple reports, Shaw’s board of directors insisted on a “hell or high water” clause, an M&A contract provision meaning that a transaction must go through, despite any challenges or hurdles that present themselves. This would have opened BCE up to undue risk, said reports from BNN Bloomberg and The Globe and Mail, as it would have put Bell at the mercy of any deal revisions imposed by the Competition Bureau, or others, in order to allow the transaction to go through.

On March 2, Brad Shaw went back to BCE CEO Mirko Bibic to advise that its proposal would need to be amended if the companies were to continue discussions, at which time BCE stepped away from the potential deal. Eleven days later the agreement between Rogers and Shaw was finalized and, on March 15, the companies went public with plans for the proposed deal.

Given the magnitude of the deal, it is subject to a number of customary closing conditions and approvals from the CRTC (under the Broadcasting Act), Competition Bureau, Toronto Stock Exchange, New York Stock Exchange and the Minister of Innovation, Science and Economic Development (under the Radiocommunication Act). Both sides say that if approvals are obtained in a timely manner, the deal could be completed in the first half of 2022.

The merged companies will create up to 3,000 net new jobs, according to Rogers and Shaw, with plans also in place for a new Western Canada headquarters in Calgary. The transaction does not include Corus Entertainment. Shaw Communications sold its 39% stake in Corus for around $548 million in 2019.

From Playback’s Jordan Pinto

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