Canada’s telecom regulator should delay an upcoming hearing into Rogers Communications Inc.’s $26-billion acquisition of Shaw Communications Inc. because of uncertainty around the control of Rogers, two advocacy groups and rival BCE Inc. say.
The Public Interest Advocacy Centre (PIAC), an Ottawa-based consumer advocacy group, and the National Pensioners Federation, a not-for-profit that advocates for elderly Canadians, requested the delay in a letter sent to the telecom regulator on Monday.
The Canadian Radio-television and Telecommunications Commission is reviewing whether Rogers should be permitted to acquire Shaw’s broadcasting distribution business, which includes a satellite TV service called Shaw Direct, and cable networks in British Columbia, Alberta, Saskatchewan, Manitoba and Northern Ontario.
The advocacy groups argue that a continuing battle for control of Canada’s largest wireless carrier has made it unclear which of two duelling company boards currently has the authority to oversee the affairs of Rogers. The boardroom brawl could also result in changes to the company’s executive team in the near future, they add, making it impossible for the CRTC to properly conduct its hearing on Nov. 22.
“The CRTC cannot be certain that the officers on the Rogers panel that will be answering its questions at the hearing, or the board of directors that is instructing them, will actually be the persons in charge of executing the proposed transaction,” the groups said in the letter. As a result, there is no guarantee that assurances made by the company’s management will be respected by its future leadership, they argued.
A spokesperson for Rogers did not immediately respond to a request for comment.
In a separate letter, BCE, which owns Bell Canada, called the situation unprecedented, and expressed support for PIAC’s request.
“To our knowledge, the commission has never before been asked to approve a change of control transaction in circumstances where the legal control of the acquirer is itself uncertain. This should be reason enough to suspend consideration,” the letter said.
The letters to the CRTC were submitted the same day the B.C. Supreme Court, in the province where the company is incorporated, kicked off a hearing to sort out legal control over the Toronto-based telecom and media giant.
The power struggle at the company erupted after Edward Rogers, the son of the late founder, Ted, attempted to replace CEO Joe Natale with then-chief financial officer, Tony Staffieri. The move met resistance from the company’s independent directors and from Mr. Rogers’s mother, Loretta Rogers, and his sisters Martha Rogers and Melinda Rogers-Hixon. On Oct. 21, the board voted to remove Mr. Rogers as chair.
Mr. Rogers, who remains chair of the family trust that controls the company, then issued a news release claiming he had replaced five independent directors with his own candidates through a written resolution, effectively creating a new board. Mr. Rogers’s board met and reappointed him as chair.
The original board disputes the new board’s legitimacy, arguing directors can only be changed at a shareholder meeting.
“Both the first board and the second board claim to be the legitimate board of directors of Rogers, and each claims that the other board has no legal standing,” the advocacy groups said.
Even if the case is resolved quickly, the judge’s decision could be appealed, the advocacy groups noted. “It may therefore be a matter of months before the status of Rogers’ corporate governance is certain,” they said.
The CRTC is one of the three federal bodies reviewing the Shaw acquisition. The deal also requires regulatory approval from the Competition Bureau and the Ministry of Innovation, Science and Economic Development.
Bell and Telus Corp. have asked the CRTC to deny Rogers’s application because of concerns the merged company’s share of the broadcasting distribution market would be too large. (Broadcasting distribution refers to the delivery of television channels through cable, satellite or internet protocol networks.)
Rogers countered in a regulatory filing that its rivals are opposing the takeover in order to avoid competing with a stronger broadcasting distributor.
Rogers has said it expects the deal to close in the first half of 2022.
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