Skip to main content

Rogers Communications Inc. says an upcoming regulatory hearing into its $26-billion acquisition of Shaw should go ahead as planned because there is no dispute between Rogers family members regarding the importance of the deal.

In a regulatory filing submitted to Canada’s telecom regulator on Tuesday, the wireless giant pushed back on requests from two advocacy groups and two rival telecoms to delay the hearing until uncertainty around the control of Rogers is resolved.

The requests from the advocacy groups and BCE Inc. were filed on Monday as lawyers for Edward Rogers went up against Rogers Communications in a Vancouver courtroom to settle a dispute over whether B.C. law allows Mr. Rogers to change the company’s board without a shareholder meeting. Telus Corp. followed with its request for a delay on Tuesday.

The Canadian Radio-television and Telecommunications Commission (CRTC) is reviewing whether Rogers should be permitted to acquire Shaw Communications Inc.’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. A hearing into the matter is scheduled for Nov. 22.

“Since the transaction was announced, Rogers and Shaw have met every filing deadline, responded to every request for information and submitted over a million pages of documents and materials to various regulatory bodies reviewing the transaction, including to the commission,” Rogers said in the regulatory filing.

“Rogers’ and Shaw’s commitment to this transaction has never wavered.”

Two sides square off over battle for control of Rogers in B.C. Supreme Court

Governance issues loom large in Rogers court ruling

The groups requesting a delay had argued that the continuing battle for control of Canada’s largest wireless carrier has made it unclear which of two boards of directors currently has the authority to oversee the company’s affairs. The outcome could also result in changes to the Rogers executive team in the near future, making it unclear whether future leaders would respect assurances made by the current management, they said.

Rogers countered on Tuesday that all commitments made by the company during the hearing will be honoured “regardless of any changes to the directors and officers that may occur in the future.”

Postponing the hearing would “unfairly and unreasonably” delay the CRTC’s review of the deal and create “further uncertainty in the marketplace,” the company said.

“The Rogers family and Rogers are aligned on the importance of this transaction. They fully support the application that Rogers has filed with the commission. They have stated this publicly multiple times,” Rogers said in its filing.

The boardroom battle at the telecom and media giant erupted after Edward Rogers, the son of the company’s late founder, Ted, attempted to replace chief executive officer Joe Natale with then-chief financial officer Tony Staffieri. The move met resistance from the majority of the board, and Mr. Staffieri exited the company instead.

On Oct. 21, the board voted to remove Mr. Rogers as chair, although he remains the chair of the family trust that controls the telecom through its ownership of 97.5 per cent of the company’s voting class A shares.

Mr. Rogers then issued a news release saying he had replaced five of the company’s 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 legitimacy of Mr. Rogers’s board, arguing that directors can only be changed at a shareholder meeting.

B.C. Supreme Court Justice Shelley Fitzpatrick plans to issue a decision on the matter on Friday afternoon.

A spokesperson for the CRTC said the regulator is reviewing the requests for a delay.

Your time is valuable. Have the Top Business Headlines newsletter conveniently delivered to your inbox in the morning or evening. Sign up today.