Exhibit 99
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NEWS RELEASE
SHAW ANNOUNCES INDEPENDENT PROXY ADVISORY FIRMS ISS AND GLASS LEWIS RECOMMEND SHAREHOLDERS VOTE FOR THE PROPOSED BUSINESS COMBINATION
WITH ROGERS
Calgary, Alberta (May 12, 2021) – Shaw Communications Inc. (“Shaw”) is pleased to announce that both Institutional Shareholder Services Inc. (“ISS”) and Glass, Lewis and Co. (“Glass Lewis”) have recommended that holders of Shaw’s Class A Participating Shares (“Class A Shares”) and Class B Non-Voting Participating Shares (“Class B Shares”) vote FOR the proposed business combination with Rogers Communications Inc. (“Rogers”).
Shaw and Rogers agreed to combine their respective businesses in accordance with an arrangement agreement dated March 13, 2021 pursuant to which Rogers will acquire all of Shaw’s issued and outstanding Class A Shares and Class B Shares. The transaction will be implemented by way of a court-approved plan of arrangement (the “Arrangement”) under the Business Corporations Act (Alberta).
Favourable ISS and Glass Lewis Recommendations
ISS and Glass Lewis are leading independent proxy advisory firms that provide voting recommendations to institutional shareholders.
In reaching its conclusion, ISS noted:
“The value of consideration offered to Non-Shaw Family Shareholders represents a significant premium to the unaffected price of both Class A (33.5 percent) and Class B Shares (69.5 percent), while all cash consideration will provide immediate liquidity and certainty of value. Shaw has ensured that there is no premium paid in respect of Class A Shares versus Class B Shares. Finally, the sale process undertaken by Shaw appears to be adequate, with reference and context to the Shaw’s size and position within the Canadian telecommunications industry and the fact that Shaw negotiated on a non-exclusive basis for a reasonable period with two parties. In light of the foregoing, shareholder approval of this resolution is warranted.”
In reaching its conclusion, Glass Lewis noted:
“We note this high-water mark also materially exceeds Shaw’s stand-alone average trailing EBITDA multiple during each of the one-year periods ended March 12, 2019, 2020 and 2021 (i.e. 9.6x, 8.9x and 8.0x, respectively), suggesting investors have little historical cause to anticipate the Company would independently achieve a similar valuation on a durable basis in the near- to medium-term. That conclusion is bolstered by reference to the following: (i) the unaffected closing price of Shaw’s more widely floated Class B shares never topped C$31.67 per share across the Company’s nearly 40-year trading period prior to the announcement; and (ii) based on industry analyst reports available at the time of announcement, Shaw’s Class B shares had a consensus median price target of just C$27.00, moderately above the Company’s pre-announcement price (i.e. $23.90 per share) and well below the C$40.50 per share offer. In short, whether viewed in context with other industry deals or Shaw’s anticipated stand-alone trajectory, the all-cash arrangement available to unaffiliated investors appears to reflect a rather compelling exit value.”