CORUS ENTERTAINMENT ANNOUNCES INTENTION TO FILE TO COMMENCE NORMAL COURSE ISSUER BID
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December 21, 2021
For Immediate Release
TORONTO, ONTARIO, December 21, 2021 ─ Corus Entertainment Inc. (“Corus” or the “Company”) (TSX: CJR.B) announced today that the Company intends to file with the Toronto Stock Exchange (“TSX”) a notice of intention to commence a normal course issuer bid (“NCIB”) for its Class B non-voting shares for a one year period. If accepted by the TSX, the Company would be permitted under the NCIB to purchase for cancellation, through the facilities of the TSX and/or alternative Canadian trading systems, up to 5% of the public float (calculated in accordance with TSX rules) of the Company’s issued and outstanding Class B non-voting shares during the 12 months following such TSX acceptance. Subject to TSX acceptance, Corus currently anticipates the NCIB commencing on or about January 17, 2022, and in any event, at least two trading days after TSX acceptance of the NCIB. The exact amount of Class B non-voting shares subject to the NCIB will be determined on the date of acceptance of the notice of intention by the TSX.
All Class B non-voting shares purchased by the Company under the NCIB will be purchased at prevailing market prices in accordance with the rules and policies of the TSX and applicable securities laws. The actual number of Class B non-voting shares that may be purchased, and the timing of any such purchases, will be determined by the Company, subject to the applicable terms and limitations of the NCIB (including any automatic repurchase plan adopted in connection therewith). All Class B non-voting shares acquired by the Company under the NCIB will be cancelled.
The Company’s prior normal course issuer bid commenced on November 26, 2020, and expired on November 25, 2021. The Company did not repurchase and cancel any Class B non-voting shares under that prior bid.
The NCIB will terminate one year after its commencement, or earlier if the maximum number of Class B non-voting shares under the NCIB have been purchased. Although the Company has a present intention to acquire its Class B non-voting shares pursuant to the NCIB, the Company will not be obligated to make any purchases and purchases may be suspended by the Company at any time. The Company reserves the right to terminate the NCIB earlier if it feels it is appropriate to do so.
In connection with the NCIB, the Company intends to enter into an automatic repurchase plan with its designated broker to allow for purchases of its Class B non-voting shares during certain pre-determined black-out periods, subject to certain parameters as to price and number of shares. Outside of these pre-determined black-out periods, shares will be repurchased in accordance with management’s discretion, subject to applicable law.
The Company proposes to commence the NCIB because it believes that the market price of the Class B non-voting shares may not, from time to time, fully reflect their value and accordingly, the purchase of the Class B non-voting shares would be in the best interest of the Company and an attractive and appropriate use of available funds.
Caution Concerning Forward-Looking Information
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 press release 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 information”). These forward-looking statements relate to, among other things, statements related to the Company’s intention to apply to commence its NCIB, the timing thereof, and the number of Class B non-voting shares which may be purchased under the NCIB and the Company’s belief that the repurchase of Class B non-voting shares is an appropriate use of available funds, and can generally be identified by the use of 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 may be considered forward-looking information. Although Corus believes that the expectations reflected in such forward-looking information are reasonable, such information involves assumptions and risks and uncertainties, and undue reliance should not be placed on such statements. Certain material factors or assumptions are applied with respect to the forward-looking information, including without limitation, factors and assumptions regarding the general market conditions and general outlook for the industry, including the potential impact of new competition and industry mergers and acquisitions, interest rates, stability of the advertising, distribution, merchandise and subscription markets, operating and capital costs and tariffs, taxes and fees, the Company’s ability to source desirable content and the Company’s capital and operating results being consistent with its expectations. Actual results may differ materially from those expressed or implied in such information. Important factors that could cause actual results to differ materially from these expectations include, among other things: the Company’s ability to attract and retain advertising revenue; audience acceptance of the Company’s television programs and cable networks; the Company’s ability to recoup production costs, the availability of tax credits and the existence of co-production treaties; the Company’s ability to compete in any of the industries in which it does business; the opportunities (or lack thereof) that may be presented to and pursued by the Company; 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; the Company’s ability to integrate and realize anticipated benefits from its acquisitions and to effectively manage its growth; the Company’s ability to successfully defend itself against litigation matters arising out of the ordinary course of business; failure to meet covenants under the Company’s senior credit facility; epidemics, pandemics or other public health crises, including the current outbreak of COVID-19 and changes in accounting standards. Additional information about these factors and about the material assumptions underlying any forward-looking information may be found under the heading “Risks and Uncertainties” in the Management’s Discussion and Analysis for the year ended August 31, 2021, and under the heading “Risk Factors” in the Company’s Annual Information Form. Corus cautions that the foregoing list of important assumptions and factors that may affect future results is not exhaustive. When relying on the Company’s forward-looking information to make decisions with respect to Corus, investors and others should carefully consider the foregoing factors and other uncertainties and potential events. Unless otherwise specified, all forward-looking information in this document speaks as of the date of this document. Unless otherwise required by applicable securities laws, Corus disclaims any intention or obligation to publicly update or revise any forward-looking information 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. (TSX: CJR.B) is a leading media and content company that develops and delivers high quality brands and content across platforms for audiences around the world. Engaging audiences since 1999, the company’s portfolio of multimedia offerings encompass 33 specialty television services, 39 radio stations, 15 conventional television stations, a suite of digital and streaming assets, animation software, technology and media services. Corus is an internationally-renowned content creator and distributor through Nelvana, a world class animation studio expert in all formats and Corus Studios, a globally recognized producer of hit scripted and unscripted content. The company also owns innovative full-service social digital agency so.da, lifestyle entertainment company Kin Canada, leading 2D animation software supplier Toon Boom and children’s book publishing house, Kids Can Press. Corus’ roster of premium brands includes Global Television, W Network, HGTV Canada, Food Network Canada, HISTORY®, Showcase, Adult Swim, National Geographic, Disney Channel Canada, YTV, Global News, Globalnews.ca, Q107, Country 105, and CFOX, along with broadly distributed Canadian streaming platforms STACKTV, Nick+, the Global TV App and Curiouscast. For more information visit www.corusent.com.
For further information, please contact:
Director, Corporate Communications
Corus Entertainment Inc.
Director, Investor Relations
Corus Entertainment Inc.