Corus Entertainment Completes Acquisition of Shaw Media
New executive leadership team announced and new corporate brand unveiled
(Toronto, Canada) Corus Entertainment Inc. (“Corus”) (TSX: CJR.B) announced today that it has completed its previously announced $2.65 billion acquisition (the “Acquisition”) of Shaw Media Inc. (“Shaw Media”).
Shaw Media’s assets consist of 19 specialty channels, including Food Network Canada, HGTV Canada, Slice, Lifetime Canada, HISTORY®, Showcase, National Geographic Canada and BBC Canada; as well as Global’s conventional stations in Vancouver, Okanagan, Edmonton, Calgary, Lethbridge, Saskatoon, Regina, Winnipeg, Toronto, Montreal, Halifax and Saint John.
This Acquisition more than doubles Corus’ size, creating a combined portfolio of brands that encompass 45 specialty television services, including leading women and lifestyle, kids, family and general entertainment brands; 15 conventional television channels; 39 radio stations; a global content business; and a growing portfolio of digital assets.
“This is a landmark day for us,” said Doug Murphy, President and Chief Executive Officer. “As a combined company, we are creating an integrated media and content powerhouse that gives us the competitive scale to grow both domestically and globally. With our strong media brands, compelling content and talented team, this transformational acquisition marks a new beginning that builds on our strengths and positions us well for future growth.”
Today, Corus also unveiled a redesigned corporate brand, reflective of the bigger, bolder combined company and its promising future.
“The redesigned Corus logo represents the start of a new chapter for us. It’s a powerful visual cue that the new Corus has arrived,” said Mr. Murphy.
Mr. Murphy also announced his senior leadership team, which includes both Corus and Shaw Media executives:
Barbara Williams, Executive Vice President and Chief Operating Officer
Barbara Williams will oversee all strategic and operational aspects of generating audience growth and engagement across Corus’ platforms, including Conventional, Specialty, Radio, Nelvana and Digital. She will also play a central role in the development of the company’s growth strategies and ongoing transformation of the organization into a media and content powerhouse. Reporting to Barbara will be: Scott Dyer, Senior Vice President and President, Nelvana; Susan Schaefer, Senior Vice President, Brands and Marketing; John MacDonald, Senior Vice President, Women and Lifestyle Content; Daniel Eves, Senior Vice President, Kids and General Entertainment Content; Maria Hale, Senior Vice President, Global Entertainment and Acquisitions; and Troy Reeb, Senior Vice President, News, Radio and Station Operations.
Greg McLelland, Executive Vice President and Chief Revenue Officer
Greg McClelland will lead the domestic revenue components of the business – television, radio, national and local sales, branded content, digital and distribution sales. Greg will also be responsible for Corus’ client insights research team, as well as the company’s sales support and revenue management initiatives, with a concerted focus on next-generation advertising and analytics. Reporting to Greg will be: Gerry Mackrell, Senior Vice President, National Sales; Michael Searson, Vice President, Local Sales; Brett Pearson, Director, Digital Sales; Barb McKergow, Vice President, Client Marketing; Shawn Praskey, Vice President, Content Distribution; Tammy Baird, Vice President, Revenue Optimization; and Mark Leslie, Vice President, Research and Consumer Insights.
Colin Bohm – Executive Vice President, International Development and Corporate Strategy
Colin Bohm and his team will manage the company’s business development and strategic planning activities as we advance our strategic priorities to own and control more content; engage our audiences; and expand into adjacent markets. In addition, his team will be tasked with developing global strategic partnerships and managing our mergers and acquisitions initiatives. Reporting to Colin will be Spencer Charters, Director, Strategy and Business Development, as well as a small team of analysts.
Tom Peddie – Executive Vice President and Chief Financial Officer
Tom Peddie will continue to oversee the company’s corporate finance, tax, treasury and accounting functions, including investor relations activities. Tom will also be responsible for Corus’ facilities and real estate. Tom’s finance leadership team includes: Judy Adam, Vice President, Finance; Michael French, Vice President, Finance, Doug Sharpe, Vice President, Treasury; Jeremy Wilson, Vice President, Taxation; Chris Nalborczyk, Vice President, Internal Audit; Heidi Kucher, Manager, Investor Relations; and Julie Edwards, Vice President, Facilities and Administration.
Gary Maavara – Executive Vice President and General Counsel
Gary Maavara will oversee all aspects of Corus’ legal matters, regulatory affairs and government relations. Gary will also continue in his role as Corporate Secretary to the Board of Directors. Reporting to Gary will be: Dale Hancocks, Vice President, Operations and Associate General Counsel, Production and Outbound Licensing; Jane Harrison, Vice President and Associate General Counsel, Inbound Rights and Affiliate Agreements; Randy Witten, Vice President and Associate General Counsel, Corporate; Sylvie Courtemanche, Associate General Counsel, Vice President, Government Relations and Compliance; and Christopher Pang, Associate General Counsel.
Cheryl Fullerton – Executive Vice President, People and Communications
Cheryl Fullerton is responsible for the delivery of the people elements of Corus’ business strategy through the attraction, alignment, development, engagement and rewarding of great talent. Cheryl will also oversee the Communications function for the company, which will be headed by Dervla Kelly, Vice President, Communications. Also reporting to Cheryl will be: Larry Burnett, Vice President, People; Bianca Williamson, Director, People; Penny Vlachos, Vice President, Compensation and Benefits; Annette Ainsbury, Director, Learning and Development; and Mike Couto, Head of Labour Relations.
Shawn Kelly, Executive Vice President, Technology
Shawn Kelly will lead Corus’ technology strategy and direct infrastructure investments as well as manage the technology teams, delivery, systems and resources across the business. Reporting to Shawn will be: Eric Flaherty, Vice President, IT and Technology Delivery; Tara Eizerman, Director, Digital Technologies; Glen Pollock, Director, Production and Post Services; Jaime Caeiro, Director, Content Management and Delivery; Robert Ouellette, Vice President, Technology Systems; and Jeff Naphin, Vice President, Technology Planning and Strategy.
Kathleen McNair, Executive Vice President, Special Advisor to the CEO and Chief Integration Officer will continue to support Corus’ integration activities, while Christine Shipton will exit her current role as Chief Content Officer, but has agreed to stay with Corus over the coming months to support the transition, ensuring effective integration of people, processes and teams.
“Corus and Shaw Media each have extraordinary talent across all levels, and we are confident that we have put in place a team and structure that will enable us to immediately advance our strategic priorities,” said Mr. Murphy. “There remains much work to be done, but we have a plan in place and are moving quickly to integrate these two companies and realize the benefits of the combined organization.
“We would also like to thank the independent Special Committee of Corus, comprised of Fernand Bélisle, Mark Hollinger, Wendy Leaney and Terrance Royer, for their diligence and invaluable guidance throughout this entire process,” said Mr. Murphy.
In connection with the closing of the Acquisition, Corus has completed the financing of $2.6 billion syndicated senior secured credit facilities, consisting of a $2.3 billion term loan and an undrawn $300 million revolving credit facility (the “New Credit Facilities”). The Acquisition and the refinancing of existing Corus debt was funded by a combination of: (i) net proceeds of approximately $2.3 billion drawn under the New Credit Facilities; (ii) the net proceeds of an offering of 29,210,000 subscription receipts, inclusive of 3,810,000 subscription receipts issued pursuant to the exercise in full of the underwriters’ over-allotment option, that raised gross proceeds of $262.9 million; and (iii) the net proceeds of a concurrent private placement of 3,560,000 subscription receipts to certain members of the Shaw family that raised total gross proceeds of $32.0 million.
The shareholders of Corus, excluding the votes of certain interested parties, approved the Acquisition at a special meeting of shareholders held on March 9, 2016. The Acquisition was also approved by the Canadian Radio-television and Telecommunications Commission on March 23, 2016.
As a result of the closing of the Acquisition, Corus’ 32,770,000 subscription receipts were, in accordance with their terms, automatically settled on a one-for-one basis for Class B Shares. In addition, pursuant to the terms of the subscription receipts, a cash dividend equivalent payment of $0.19 per subscription receipt (being equal to the aggregate amount of dividends paid by Corus per Class B Share for which record dates have occurred since the date of issuance of the subscription receipts to and including March 31, 2016), less any applicable withholding taxes, will be paid to holders of subscription receipts. Corus expects that holders of subscription receipts will receive the dividend equivalent payment on or about April 4, 2016. Corus further expects that trading in the subscription receipts on the Toronto Stock Exchange will be halted shortly following the issuance of this press release and that the subscription receipts will be delisted as of the close of business on April 1, 2016.
About Corus Entertainment Inc.
Corus Entertainment Inc. (TSX: CJR.B) is a leading media and content company that creates and delivers high quality brands and content across platforms for audiences around the world. The company’s portfolio of multimedia offerings encompasses 45 specialty television services, 39 radio stations, 15 conventional television stations, a global content business, digital assets, live events, children’s book publishing, animation software, technology and media services. Corus’ roster of premium brands include Global Television, W Network, OWN: Oprah Winfrey Network Canada, HGTV Canada, Food Network Canada, HISTORY®, Showcase, National Geographic, Q107, CKNW, Fresh Radio, Disney Channel Canada, YTV and Nickelodeon Canada. Visit Corus at www.corusent.com.
This press release may contain 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 performance of the combined company, the benefits and costs of the Acquisition and the pro forma business, operations, financial performance (including dividends) and cash flow profile of the combined company and the ability to realize synergies in the time and manner anticipated. 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 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 Shares at its existing level, the ongoing performance of the businesses of Corus and Shaw Media, advertising, distribution, merchandise and subscription revenues, operating costs and tariffs, taxes and fees 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 coproduction 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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