Corus Reports on Voting Results from Special Meeting of Shareholders
Shareholders Approve Corus’ Transformational Acquisition of Shaw Media
(Toronto, Canada) Corus Entertainment Inc. (“Corus” or the “Company”) (TSX:CJR.B) announced today the voting results from the Special Meeting (the “Meeting”) of holders of Class A Participating Shares (“Class A Shares”) and Class B Non-Voting Participating Shares (“Class B Shares”) of Corus, held on March 9, 2016 in Toronto, Ontario. Corus is pleased to announce that the Company’s shareholders have voted in favour of all items of business at the Meeting, including the proposed acquisition (the “Acquisition”) by Corus of Shaw Media Inc. (“Shaw Media”) from Shaw Communications Inc. (“Shaw”) at the Meeting.
“Corus’ shareholders have spoken, voting in favour of this transformational acquisition,” said Doug Murphy, President and Chief Executive Officer of Corus Entertainment. “This endorsement is a critical step forward in bringing these two great companies together to create a leading integrated media and content company.”
A total of 3,259,268 Class A Participating Shares (“Class A Shares”) and 61,769,406 Class B non-participating shares (“Class B Shares”), representing 95.14% of the 3,425,792 issued and outstanding Class A Shares and 73.10% of the 84,490,897 issued and outstanding Class B Shares, respectively, as of the record date of February 5, 2016, were represented in person or by proxy at the Meeting.
The voting results for each item of business from the Meeting is set out below. Each matter is also described in greater detail in the Company’s Notice of Special Meeting and Management Information Circular dated February 9, 2016 (the “Circular”):
- The approval of the acquisition by Corus of all of the outstanding shares of Shaw Media on and subject to the terms of the share purchase agreement dated January 13, 2016 between Corus and Shaw, including approval of the issuance of 71,364,853 Class B Shares forming part of the consideration to be paid to Shaw in connection with the Acquisition, in the form set out as Schedule A to the Circular, was approved by ballot as follows:
|Class of Shares||# Votes For||% Votes For||# Votes Against||% Votes Against||Total # of Unvoted Shares(1)|
|Class A Shares||362,372||100.00%||0||0%||3,063,420|
|Class B Shares||44,101,220||78.52%||12,061,312||21.48%||28,328,365|
- Total number of unvoted Shares includes 2,906,496 Class A Shares and 6,827,100 Class B Shares held by JR Shaw, the Shaw Family Living Trust and certain other interested persons referred to as the “Excluded Shareholders”, more particularly described in the Circular.
- The approval of a resolution to allow the board of directors of Corus to fix the number of directors of the Company, within the minimum and maximum number provided in the
Articles of the Company following the Acquisition, was approved by a show of hands as follows:
|Class of Shares||# Votes For||% Votes For||# Votes Against||% Votes Against|
|Class A Shares||362,372||100%||0||0%|
Subject to the approval of the Canadian Radio-television and Telecommunications Commission, the Acquisition is anticipated to close in the third quarter of fiscal 2016.
The 32,770,000 aggregate number of subscription receipts issued by Corus pursuant to: (i) the previously announced public offering that closed on February 3, 2016 and February 5, 2016; and (ii) the Company’s previously announced concurrent private placement of subscription receipts to certain members of the Shaw family that closed on February 3, 2016, will entitle holders thereof to receive one Class B Share as of the closing of the Acquisition.
Corus has filed a report of the voting results for the Meeting on SEDAR at www.sedar.com.
CAUTION CONCERNING FORWARD-LOOKING STATEMENTS
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 ability to complete the Acquisition and the anticipated timing of completion of the Acquisition, if at all, satisfaction of all conditions precedent to the transaction, statements regarding performance of the combined company, the benefits and costs of the transaction and the pro forma capitalization, business, operations, financial performance (including dividends, financial leverage and adjusted EBITDA) and cash flow profile of the combined company, the ability to realize synergies following closing in the time and manner anticipated, the receipt of proceeds of Corus’ financing arrangement and completion of the company’s planning financing transactions. 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 completion of the transaction on terms set out in the share purchase agreement and in a manner consistent with management expectations, the timing of completion of the transaction, the ability to fulfill the conditions to closing of the transactions, the accuracy of management’s assessment of the effects of the completion of the acquisition, including the ability to generate synergies consistent with management expectations, maintenance by the Corus Board of Directors of the dividend on the Class B Non-Voting Shares at its existing level and the ongoing performance of the businesses of Corus and Shaw Media, market conditions, , 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 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.
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, live events, children’s book publishing, children’s animation, animation software, and technology and media services. Corus’ television brands include ABC Spark, Cartoon Network (Canada), CMT (Canada), Cosmopolitan TV, Disney Channel (Canada), Disney Junior, Disney XD, 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.
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