NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
For Immediate Release
TORONTO, ONTARIO, May 14, 2019: Corus Entertainment Inc. (“Corus” or the “Company”) (TSX: CJR.B) announced today that Corus, together with Shaw Communications Inc. (“Shaw” or the “Selling Shareholder”), have entered into an agreement with a syndicate of underwriters led by TD Securities Inc. (the “Underwriters”), pursuant to which the Underwriters have agreed to purchase from the Selling Shareholder, on a bought deal basis, an aggregate of 80,630,383 Class B non-voting participating shares (“Class B Shares”) of Corus at a price of $6.80 per Class B Share (the “Offering”), for total gross proceeds to the Selling Shareholder of $548,286,604. Corus will not receive any of the proceeds from the Offering.
The Selling Shareholder does not currently own any Class A participating shares (“Class A Shares”) of the Company. Upon completion of this offering, the Selling Shareholder will not own or control, directly or indirectly, any Class A Shares or Class B Shares.
The closing is expected to occur on or about May 31, 2019, subject to customary closing conditions.
The Class B Shares will be offered by way of a short form prospectus to be filed with the Canadian securities regulators in all of the provinces of Canada and may also be offered in the United States to qualified institutional buyers pursuant to Rule 144A under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) and corresponding exemptions from registration under state securities laws.
No securities regulatory authority has either approved or disapproved of the contents of this news release. The securities being offered have not been, and will not be, registered under the U.S. Securities Act, or any state securities laws, and may not be offered or sold in the United States or to, or for the account or benefit of, any U.S. persons (as defined in Regulation S under the U.S. Securities Act) unless pursuant to an exemption from those registration requirements. This news release is for information purposes only and does not constitute an offer to sell or a solicitation of an offer to buy any securities of Corus in the United States or any other jurisdiction in which such offer, solicitation or sale would be unlawful.
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 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 information”). These forward-looking statements relate to, 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 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. The forward-looking information in this news release includes, without limitations, expectations regarding the timing for the filing of the preliminary short form prospectus relating to the Offering and the timing of the closing of the Offering. 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, interest rates, stability of the advertising, distribution, merchandise and subscription markets, operating and capital costs and tariffs, taxes and fees, our ability to source desirable content and our capital and operating results being consistent with our 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: 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 and to effectively manage our growth; our ability to successfully defend ourselves against litigation matters arising out of the ordinary course of business; 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, 2018 and the second quarter ended February 28, 2019 and under the heading “Risk Factors” in our 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 our 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. is a leading media and content company that develops and delivers high quality brands and content across platforms for audiences around the world. The company’s portfolio of multimedia offerings encompass 37 specialty television services, 39 radio stations, 15 conventional television stations and a suite of digital assets, animation software, technology and media services. Corus is an established creator of globally distributed content through Nelvana animation studio, Corus Studios, and children’s book publishing house Kids Can Press. The Company also owns innovative full-service social digital agency so.da, and lifestyle entertainment company Kin Canada. Corus’ roster of premium brands includes Global Television, W Network, HGTV Canada, Food Network Canada, HISTORY®, Showcase, National Geographic, Disney Channel Canada, YTV and Nickelodeon Canada, Global News, Globalnews.ca, Q107, Country 105, and CFOX. Visit Corus at www.corusent.com.
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For further information, please contact:
President and Chief Executive Officer
Corus Entertainment Inc.
Executive Vice President and Chief Financial Officer
Corus Entertainment Inc.
Director, Investor Relations
Corus Entertainment Inc.
Corporate Communications Lead
Corus Entertainment Inc.