Corus Recommends Shareholders Vote FOR its Acquisition of Shaw Media
TORONTO, March 1, 2016 /PRNewswire/ - Corus Entertainment Inc. ("Corus") strongly rejects the proposals circulated today by The Catalyst Capital Group ("Catalyst"), including its proposal to terminate the outstanding Corus subscription receipts offering in lieu of a hypothetical rights offering backstopped by Catalyst. Unfortunately, Catalyst continues to mislead shareholders with distorted information, obfuscation and misstatements. The proposals made by Catalyst are not in the interests of Corus shareholders and the hypothetical rights offering proposed by them is both unworkable and self-interested.
Corus highlighted several reasons why the proposals by Catalyst are unworkable:
- The hypothetical rights offering is inconsistent with Catalyst's recommendation that shareholders vote against the acquisition of Shaw Media. If the acquisition is not approved, Corus would have no need to raise the funds proposed under their rights offering. Holders of Corus subscription receipts would have their funds returned.
- While issuing subscription receipts is a common form of financing acquisitions by public companies in Canada, rights offerings are almost always used in situations where companies are facing financial hardship and have no other sources of financing.
- The subscription receipts are an important component of Corus' fully committed financing in place for the acquisition of Shaw Media. Corus has no need or desire to needlessly increase risk for shareholders by entering into a rights offering with an opportunistic fund, which Corus does not believe is acting in the best interests of minority shareholders.
- The subscription receipt offering has been completed – Corus does not have the ability to turn back the clock, unwind the offering and complete an alternative financing on terms that suit Catalyst and provide them with preferential access.
Corus' widely publicized subscription receipts offering was broadly and fully marketed to both existing Corus shareholders and new long-term oriented shareholders. The underwriting syndicate included the retail distribution network of the six largest Canadian banks representing over 6,700 investment advisors across Canada. Existing investors were treated favourably in the allocation process.
In contrast, Corus believes that Catalyst's proposed rights offering is an attempt to profit from minority shareholders and potentially end up with a large ownership stake in Corus. The Catalyst "backstop" appears to be an attempt by Catalyst to acquire Corus shares at the same $9.00 price that they have been criticizing as too low, and to provide themselves with preferential access to equity at that price.
"We categorically reject the Catalyst proposals. The combination of Corus and Shaw Media is a game-changing transaction that will generate long-term value for all shareholders," said Doug Murphy, President and Chief Executive Officer of Corus Entertainment. "The merits of the acquisition are compelling and we note that two leading independent proxy advisory firms have recommended that shareholders vote for the acquisition," he added.
Catalyst has today filed a misleading proxy circular urging Corus shareholders to vote against the transaction, while at the same time asking shareholders to support an entirely hypothetical Catalyst rights offering. The Catalyst circular repeats the prior misleading commentary and unsubstantiated assertions made by Catalyst. Corus recommends that shareholders visit its website, www.astrongnewcorus.com to review a presentation released by Corus on February 26, 2016, which responds to a number of the Catalyst misstatements and provides shareholders with an overview of the Acquisition.
Corus reminds shareholders that they have a choice as to whether they approve the proposed acquisition of Shaw Media. There is no other alternative for shareholders to consider, contrary to Catalyst's statements.
Corus would like to thank shareholders for their strong support to date and look forward to the special meeting on March 9, 2016. Shareholders should not be distracted by Catalyst's latest desperate tactics and should disregard any materials sent on Catalyst's behalf.
VOTING TO APPROVE THE ACQUISITION
Use ONLY the CORUS form of proxy and disregard any other form of proxy received.
Holders of Class A participating shares ("Class A Shares") and Class B non-voting participating shares ("Class B Shares") as of the record date of February 5, 2016 are entitled to vote at the Special Meeting.
Registered Shareholders: Registered Shareholders (Shares which are registered or held in the name of the shareholders or represented by a physical certificate or through the Direct Registration System) may vote by mail, internet, telephone or in person at the Special Meeting. For shareholder convenience, Corus has provided voting via the internet or by telephone/fax as follows:
Internet: Shareholders may vote, with the control number listed on the Corus form of proxy, vote online at www.cstvotemyproxy.com using their 13-digit control number.
Telephone/Fax: telephone at 1-888-489-5760 (toll-free Canada and U.S.) using the 13-digit control number provided on the proxy or by smartphone using the QR code provided or by facsimile to 1-866-781-3111 (toll-free in Canada and U.S.) or 416-368-2502.
Non-Registered Shareholders: Non-Registered Shareholders (Shares which are deposited with a bank, a trust, a brokerage firm or held through an Intermediary or clearing agency), should follow the voting instructions provided in the materials received on the voting instruction form.
Corus encourages shareholders to vote as soon as possible or no later than 10:00 a.m. (Eastern Time) on Monday, March 7, 2016 to ensure their vote is counted. Use only the Corus form of proxy and disregard any other proxy you may receive from Catalyst.
Shareholder questions or requests for assistance with voting may be directed to D.F. King Canada toll free at 1-800-622-1678 or by email at firstname.lastname@example.org or visit www.aStrongNewCorus.com where your proxy can be easily voted by clicking on the "Vote Now" button.
CAUTION CONCERNING FORWARD-LOOKING STATEMENTS
This press release contains forwardlooking 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 forwardlooking statements and may be forwardlooking information within the meaning of applicable securities laws (collectively, "forwardlooking statements"). These forwardlooking 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 forwardlooking statements. Forward-looking statements include statements regarding the ability to complete the Acquisition and the anticipated timing of completion of the Acquisition, if at all, satisfaction of all conditions precedent to the transaction, statements regarding performance of the combined company, the benefits and costs of the transaction and the pro forma capitalization, business, operations, financial performance (including dividends, financial leverage and adjusted EBITDA) and cash flow profile of the combined company, the ability to realize synergies following closing in the time and manner anticipated, the receipt of proceeds of Corus' financing arrangement and completion of the company's planning financing transactions. Although Corus believes that the expectations reflected in such forwardlooking 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 forwardlooking statements, including without limitation factors and assumptions regarding completion of the transaction on terms set out in the share purchase agreement and in a manner consistent with management expectations, the timing of completion of the transaction, the ability to fulfill the conditions to closing of the transactions, 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 Non-Voting Shares at its existing level and the ongoing performance of the businesses of Corus and Shaw Media, market conditions, , 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 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 forwardlooking 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 forwardlooking 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.
About Corus Entertainment Inc.
Corus Entertainment Inc. is a Canadian-based integrated media and content company that creates, broadcasts, licenses and delivers content across a variety of platforms for audiences around the world. The company's portfolio of multimedia offerings encompasses specialty television and radio with additional assets in television broadcasting, live events, children's book publishing, children's animation, animation software, and technology and media services. Corus' television brands include ABC Spark, Cartoon Network (Canada), CMT (Canada), Cosmopolitan TV, Disney Channel (Canada), Disney Junior, Disney XD, Nickelodeon (Canada), OWN: Oprah Winfrey Network (Canada), Telelatino, TELETOON, Treehouse, W Network, YTV, Historia, La chaîne Disney, Séries+ and TÉLÉTOON. Its 39 radio brands include CKNW AM 980, Rock 101, Country 105, 630 CHED, Fresh Radio, JUMP! 106.9, Q107 and 102.1 the Edge. The company also owns Nelvana, an internationally renowned animation production company, Kids Can Press, Toon Boom and Quay Media Services. A publicly traded company, Corus is listed on the Toronto Stock Exchange (CJR.B). Experience Corus on the web at www.corusent.com.
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SOURCE Corus Entertainment Inc.