CORUS ENTERTAINMENT RECEIVES TSX APPROVAL TO COMMENCE NORMAL COURSE ISSUER BID
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January 13, 2022
For Immediate Release
TORONTO, ONTARIO, January 13, 2022 ─ Corus Entertainment Inc. (“Corus” or the “Company”) (TSX: CJR.B) announced today that the Toronto Stock Exchange (the “TSX”) has accepted the notice filed by the Company to commence a normal course issuer bid (“NCIB”) for a one year period.
On December 21, 2021, the Company announced its intention to seek TSX approval to commence an NCIB for a one year period. The NCIB commences on January 17, 2022 and will terminate on January 16, 2023, or on such earlier date as the Company may complete its purchases pursuant to a Notice of Intention filed with the TSX. Under the NCIB, the Company is authorized to purchase up to 9,669,705 of its Class B non-voting shares (out of the 204,954,666 Class B non-voting shares outstanding as at January 3, 2022) representing approximately 5% of the public float as at January 3, 2022, by way of normal course purchases effected through the facilities of the TSX and/or alternative Canadian trading systems. Daily repurchases will be limited to a maximum of 231,935 Class B non-voting shares, representing 25% of the average daily trading volume for the six months ended December 31, 2021 (being 927,743 Class B non-voting shares), except where purchases are made in accordance with the “block purchase exception” of the TSX rules. All shares purchased by the Company under the NCIB will be cancelled.
In deciding to establish the NCIB, the Company 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.
Purchases will be made by the Company in accordance with the requirements of the TSX and the price which the Company will pay for any such Class B non-voting shares will be the market price of any such Class B non-voting shares at the time of acquisition, or such other price as may be permitted by the TSX.
In connection with the NCIB, the Company will 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 plan has been pre-cleared by the TSX and will terminate on January 16, 2023.
Pursuant to a previous notice of intention to conduct a normal course issuer bid, the Company sought and received approval from the TSX to purchase up to 9,673,416 Class B non-voting shares for the period commencing on November 26, 2020 to November 25, 2021. The Company did not repurchase and cancel any Class B non-voting shares under that prior bid.
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.
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”). This forward-looking information relates to, among other things, statements related to the NCIB and future purchases of Class B non-voting shares pursuant to the NCIB, 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 or senior unsecured notes; 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, Investor Relations
Corus Entertainment Inc.
Director, Corporate Communications
Corus Entertainment Inc