Corus Entertainment Announces Marketed Public Offering and Concurrent Private Placement of Approximately $260 Million of Subscription Receipts
NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES
(January 19, 2016 – Toronto, Canada) Corus Entertainment Inc. (“Corus”) (TSX: CJR.B) announced today that it has filed and obtained receipts for a preliminary short form prospectus relating to a proposed underwritten marketed public offering of subscription receipts in each of the provinces of Canada. Each subscription receipt will entitle the holder to receive, without the payment of any additional consideration or further action on the part of the holder, upon satisfaction of the escrow release condition on or before October 3, 2016, one Class B non-voting participating share of Corus, plus a subscription receipt adjustment payment, if applicable.
The offering will be priced in the context of the market with the price and other final terms of the subscription receipts to be determined at the time of entering into an underwriting agreement for the offering. The offering is subject to customary conditions, including the receipt of approval of the Toronto Stock Exchange.
On January 13, 2016, Corus announced it had entered into a definitive share purchase agreement to acquire 100% of Shaw Media Inc. Corus will use the net proceeds from the offering to partially fund the acquisition. Further details of the sources and uses of proceeds for the acquisition and related transactions are set out in the preliminary short form prospectus.
The Shaw family, Corus’ controlling shareholder, will purchase approximately $32 million of subscription receipts on a concurrent private placement basis at the same price as the public offering. Corus anticipates that the total size of the public offering (before the exercise of any over-allotment option) combined with the concurrent private placement will be approximately $260 million.
The public offering will be conducted through a syndicate of underwriters to be led by RBC Capital Markets and TD Securities. The current private placement will be conducted on a non-brokered basis.
The subscription receipts offered in the public offering in Canada will be offered by way of the short form prospectus in all of the provinces of Canada and may also be offered in the United States to qualified institutional buyers pursuant to Rule 144A, and to certain accredited investors pursuant to an exemption under the U.S. Securities Act of 1933. The subscription receipts offered in the concurrent private placement will be sold under applicable prospectus exemptions.
The securities being offered have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there by any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
A preliminary short form prospectus containing important information relating to the subscription receipts has been filed with securities regulatory authorities in each of the provinces of Canada. The preliminary short form prospectus is subject to completion or amendment. Copies of the preliminary short form prospectus may be obtained from RBC Capital Markets, Attention: Distribution Centre, RBC Wellington Square, 8th Floor, 180 Wellington St. W., Toronto, Ontario, M5J OC2, Distribution.RBCDS@rbccm.com, (416) 842-5349, or TD Securities Inc., TD Tower, 9th Floor, 66 Wellington Street West, Toronto, Ontario, M5K 1A2 (e-mail: firstname.lastname@example.org). A copy of the preliminary short form prospectus can also be obtained under Corus’ corporate profile on SEDAR at www.sedar.com. There will not be any sale or any acceptance of an offer to buy the subscription receipts until receipts for the final short form prospectus have been issued.
About Corus Entertainment Inc.
Corus Entertainment Inc. is a Canadian-based integrated media and content company that creates, broadcasts, licenses and delivers content across a variety of platforms for audiences around the world. The company’s portfolio of multimedia offerings encompasses specialty television and radio with additional assets in pay television, television broadcasting, children’s book publishing, children’s animation, animation software, and technology and media services. Corus’ specialty television networks include ABC Spark, Cartoon Network (Canada), CMT (Canada), Disney Channel (Canada), Disney Junior (Canada), Disney XD (Canada), Nickelodeon (Canada), OWN: Oprah Winfrey Network (Canada), Telelatino, TELETOON, Treehouse, W Network, YTV, Historia, La chaîne Disney, Séries+ and TÉLÉTOON. Its 39 radio brands include CKNW AM 980, Rock 101, Country 105, 630 CHED, Fresh Radio, JUMP! 106.9, Q107 and 102.1 the Edge. The company also owns Nelvana, an internationally renowned animation production company, Kids Can Press, Toon Boom and Quay Media Services.
A publicly traded company, Corus is listed on the Toronto Stock Exchange (CJR.B). Experience Corus on the web at www.corusent.com.
This press release contains forward‐looking information and should be read subject to the following cautionary language:
To the extent any statements made in this report contain information that is not historical, these statements are forward‐looking statements and may be forward‐looking information within the meaning of applicable securities laws (collectively, “forward‐looking statements”). These forward‐looking statements may include, among other things, our objectives, goals, strategies, intentions, plans, estimates and outlook, including advertising, distribution, merchandise and subscription revenues, operating costs and tariffs, taxes and fees, and can generally be identified by the use of the words such as “believe”, “anticipate”, “expect”, “intend”, “plan”, “will”, “may” and other similar expressions. In addition, any statements that refer to expectations, projections or other characterizations of future events or circumstances are forward‐looking statements. Forward-looking statements include statements regarding the anticipated size of the offering, the ability to complete the offering and the acquisition of Shaw Media Inc. Although Corus believes that the expectations reflected in such forward‐looking statements are reasonable, such statements involve risks and uncertainties and undue reliance should not be placed on such statements. Certain material factors or assumptions are applied in making forward‐looking statements, including without limitation factors and assumptions regarding market conditions, the ongoing performance of the businesses of Corus and Shaw Media Inc. and the ability to agree on price, size and the final terms of the subscription receipts, and actual results may differ materially from those expressed or implied in such statements. Important factors that could cause actual results to differ materially from these expectations include, among other things: our ability to attract and retain advertising revenues; audience acceptance of our television programs and cable networks; our ability to recoup production costs, the availability of tax credits and the existence of co‐production treaties; our ability to compete in any of the industries in which we do business; the opportunities (or lack thereof) that may be presented to and pursued by us; conditions in the entertainment, information and communications industries and technological developments therein; changes in laws or regulations or the interpretation or application of those laws and regulations; our ability to integrate and realize anticipated benefits from our acquisitions, including the acquisition of Shaw Media and to effectively manage our growth; our ability to successfully defend ourselves against litigation matters arising out of the ordinary course of business; changes in accounting standards, our ability to execute strategic plans and changes to strategic plans, downgrades in our financial strength or credit ratings, volatility and correlation of equity and debt markets, interest rates, the failure to realize some or all of the expected benefits of the transaction and the market for subscription receipts and Class B Shares and the prices of subscription receipts and Class B Shares. Additional information about these factors and about the material assumptions underlying such forward‐looking statements may be found in our Annual Information Form and our management’s discussion and analysis which are available on Corus’ website at www.corusent.com as well as on SEDAR. Corus cautions that the foregoing list of important factors that may affect future results is not exhaustive.
When relying on our forward‐looking statements to make decisions with respect to Corus, investors and others should carefully consider the foregoing factors and other uncertainties and potential events. Unless otherwise required by applicable securities laws, we disclaim any intention or obligation to publicly update or revise any forward looking statements whether as a result of new information, events or circumstances that arise after the date thereof or otherwise.
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