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Mar 10, 2016

Corus investors vote in favour of Shaw Media purchase

Corus Entertainment takeover of Shaw Media approved by investors

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Minority shareholders in Corus Entertainment Inc.(CJRb.TO) have voted to approve the company’s $2.65-billion acquisition of Shaw Media Inc. (SJRb.TO), despite objections from an activist investor.

At a special meeting on Monday, scrutineers said 78.5 per cent of class B shareholders and 100 per cent of class A shareholders voted in support of the deal, which was first announced in mid-January.

The tally is preliminary, and audited results will be released later on Wednesday.

So far, Corus appears to have weathered a determined public campaign to block the deal waged by Catalyst Capital Group Inc. The private equity firm that swept in after the deal was announced and bought 0.4 per cent of Corus’s class B shares, voicing allegations of improper disclosures and urging Corus shareholders to reject the deal and demand a lower price.

On Monday, the Ontario Securities Commission denied a last-ditch application from Catalyst, which sought to delay the shareholder vote and force new disclosures from Corus.

Catalyst had also proposed a plan to backstop a rights offering for shareholders, which Corus dismissed as “hypothetical,” and has written open letters to the Shaw family posing questions about how the deal was struck.

As a long-time investor in distressed debt situations, Catalyst insists it is trying to bring an activist approach to equity markets, and pressing for clear information about the deal.

But at the OSC, Larry Lowenstein, a lawyer for Corus, argued Catalyst’s campaign is simply “brand building” and a “nakedly opportunistic intervention.” Corus has also staunchly denied the private equity firm’s claims, calling them “deeply misleading.”

After the vote, Catalyst managing director Gabriel de Alba said the firm’s claims had “resonated” with a segment of shareholders, and he and his partners will continue monitoring the deal closely.

“We believe this sets up a good precedent, and Catalyst will continue to focus on that for the benefit of the Canadian capital markets,” he told reporters.

Catalyst is not considering a legal challenge “at this point,” he said, but added, “there are always multiple avenues.”

The deal is unusual in that both Corus and Shaw Media’s parent company, Shaw Communications Inc., are controlled by Alberta’s Shaw family through a trust.

The combined company would presumably have greater heft to compete in a television industry undergoing a digital upheaval. Should the deal close, Corus would own 45 specialty television channels and 15 conventional stations, including the Global Television network, as well as 39 radio stations and the Nelvana content studio. It would also control more than a third of English TV viewership across the country.

Corus plans to use its increased reach and leverage to demand higher ad rates and boost audiences, and expects to reap up to $50-million in annual cost savings within two years. But it will also have to rush to reduce its debt leverage, which will spike as a result of the deal, and which has caused concern among some analysts.

Shaw Communications, in turn, plans to use the proceeds of the sale, which include $1.85-billion in cash and 71 million Corus class B shares, to fund its recent $1.6-billion purchase of wireless carrier Wind Mobile Corp., which closed last week.

Corus still needs approval from the Canadian Radio-television and Telecommunications Commission before it can close its purchase of Shaw Media. The federal regulator is currently reviewing the proposed transaction, a spokesperson said on Wednesday.