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Altice USA, Inc. Releases Revised and Improved Offer to Acquire Cogeco to Own Atlantic Broadband Toronto Stock Exchange: RCI-A

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Increases the value for holders of subordinate voting shares; improves the Audet family premium

NEW YORK and TORONTO, October 18, 2020 (GLOBE NEWSWIRE) – Altice USA, Inc. (Altice USA) (NYSE: ATUS) announces that it has presented a revised and improved offer to Cogeco Inc. (CGO) and Cogeco Communications Inc. (CCA, jointly with CGO, Cogeco) to acquire 100% of the issued and outstanding shares of Cogeco. Altice USA also revised its agreement with Cogeco’s largest long-term shareholder, Rogers Communications Inc. (Rogers) (TSX: RCI.A and RCI.B, NYSE: RCI), in order to sell all of Cogeco’s Canadian assets. at an adjusted net price of C $ 5.2 billion, if its transaction with Cogeco goes through. Upon completion of the global transaction, Altice USA would own all of Cogeco’s US assets (Atlantic Broadband), and Rogers would own the Canadian assets.

If Altice USA is unable to reach a mutually satisfactory agreement by November 18, 2020 or, at the very least, does not see a clear path to closing a deal, this revised offer will be withdrawn.

Dexter Goei, CEO of Altice USA, said: We are pleased to present an incredibly attractive revised and improved offer for Cogeco that significantly rewards all shareholders and incorporates feedback from recent discussions with stock holders. with subordinate voting rights. We encourage Cogeco’s boards of directors to act in the best interests of all shareholders and stakeholders when carefully considering this offer, and we respectfully ask the boards to discuss our proposal with us.

Compelling, revised and improved all-cash offer maximizing value at a significant premium

The total cash consideration offered for all outstanding shares of CGO and CCA, including those held by Rogers, is C $ 11.1 billion (US $ 8.4 billion). This includes C $ 5.1 billion (US $ 3.9 billion) payable by Altice USA for US assets1:

  • All CGO multiple voting shares are controlled by Mr. Louis Audet, Executive Chairman of Cogeco, and members of the Audet family. Given the position of the controlling shareholder, his support is necessary to complete a transaction, and as such the Altice USA offer includes a significant premium on these shares. More specifically, the offer includes 900 million Canadian dollars (682 million US dollars) to the Audet family for their stakes, which include 100% of the multiple voting shares of CGO (CGO MVS) and approximately 0.9% and 0 , 3% of the total outstanding CGO shares and CCA Subordinate Voting Shares, respectively.
  • The offer also includes C $ 123 per share for the remaining CGO subordinate voting shares (CGO SVS) and C $ 150 per share for the remaining CCA subordinate voting shares (CCA SVS). These offer prices represent significant premiums of 50% and 45% for each of the undisturbed shares at the volume weighted average price (VWAP) over 1 month (August 2020) respectively on the Toronto Stock Exchange (the offer prices represent also a 57% premium for CGO SVS and 53% premium for CCA SVS at the undisturbed closing prices of August 31, 2020).

other considerations

The all-cash offer from Altice USA and Rogers is subject to final transaction agreements with Cogeco and receipt of customary shareholder, corporate and regulatory approvals. Altice USA and Rogers are confident that the transaction would receive all required regulatory approvals in a timely manner. Altice USA and Rogers plan to complete the transactions within six to nine months of signing the definitive agreements, after receiving the necessary approvals.

Altice USA’s share buyback and net debt targets for 2020 remain unchanged from this transaction.

Rogers will be entitled to receive the bonus offered by Altice USA to all subordinate voting shareholders. Therefore, the net consideration payable by Rogers for Cogeco’s Canadian assets reflects a gross price of C $ 6.0 billion, less the premium on shares currently held by Rogers of C $ 800 million, less the value of the shares. Rogers shares excluding bonuses of C $ 1.5 billion, for net cash consideration of C $ 3.7 billion. Rogers does not anticipate any need to issue equity as a result of this transaction and its current dividend is maintained.

Benefits for Atlantic Broadband

This revised offering is in line with Altice USA’s previously stated objective of developing opportunistically through value-generating acquisitions. The acquisition of Atlantic Broadband, if completed, would allow Altice USA to build on its success with previous cable acquisitions in the United States and expand operations into 11 states on the east coast of the United States. United, alongside its existing Optimum and Suddenlink footprints. . As a member of Altice USA, Atlantic Broadband would benefit from the improved scale, operational efficiency and additional investment support that are at the heart of Altice’s business model and strategy. Altice USA’s commitment to innovation, best-in-class service, long-term network investments and customer service creates significant benefits and long-term value for customers, employees and shareholders .

Benefits for Quebec and Cogeco

Over the past 10 years, Rogers has invested more than C $ 2 billion in its wireless network in Quebec and offers wireless services throughout the province. In January, Rogers began rolling out Canada’s first 5G network in Montreal and extended Rogers’ 5G network to Quebec City, Gatineau and Trois-Rivires last month. Today, Rogers is the largest 5G network in Quebec and Canada, reaching 130 cities.

After 35 years of construction in Quebec, Rogers recently unveiled a C $ 3 billion investment proposal to bring connectivity, jobs and economic growth to Quebec if it succeeds in its offer to acquire the Canadian assets of Cogecos. This proposal would build on Rogers ‘base of 3,000 Quebec employees and nearly two million Quebec customers and honor Cogecos’ legacy, expand rural connectivity, speed up 5G coverage for 95% of Quebecers and create hundreds of highly qualified jobs with a new technological innovation hub. The proposal includes maintaining the Cogeco brand and maintaining the head office of Cogecos Quebec, bringing the total number of direct jobs to 5,000 jobs.

Proposed transaction structure

The transaction proposed by Altice USA would be subject to court approval, as well as the approval of Cogeco’s boards of directors and shareholders. Structured and approved in this way, the deal could be completed notwithstanding the ponytail arrangements in place at CGO and CCA. These provisions limit the ability of holders of Multiple Voting Shares to accept an offer for the shares when holders of Subordinate Voting Shares are not entitled to participate on equivalent terms.

Forward-looking statements

Certain statements contained in this press release constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Investors are cautioned that the submission of a non-binding proposal to Cogeco should not be taken as an indication that a specific transaction to be continued or consumed. There can be no assurance that the Offer will result in any specific action, transaction or agreement or, if any transaction is undertaken, as to the nature, conditions or timing of such transaction. Altice USA and Rogers do not intend to disclose any developments regarding discussions regarding the Offer unless and until the Board of Directors of Altice USA and Rogers have approved a specific transaction or they otherwise determine that disclosure is necessary or appropriate.

These forward-looking statements include, but are not limited to, all statements other than statements of historical fact contained in this press release. These forward-looking statements may be identified by the use of forward-looking terminology, including the terms “anticipate”, “believe”, “could”, “estimate”, “expect”, “anticipate”, “have the intention “,” may “,” plan “,” plan “,” should “or” will “or, in each case, their negative or other variations or comparable terminology. Where, in a forward-looking statement, we express an expectation or a belief as to future results or events, such expectation or belief is expressed in good faith and considered to have a reasonable basis, but there can be no assurance that the expectation or belief will result or be achieved or fulfilled. Statements contained in this press release are not recitations of historical facts, such statements constitute forward-looking statements, which, by definition, involve risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements, including risks. mentioned in our last annual report filed on Form 10-K and in our last quarterly report filed on Form 10-Q. You are cautioned not to place undue reliance on Altice USA’s forward-looking statements. Any forward-looking statement is only valid as of the date it is made. Altice USA specifically disclaims any obligation to publicly update or revise any forward-looking statement at any future date.

Contacts:

Investor Relations Altice USA
Nick Brown: +1 917 589 9983 / [email protected]
Cathy Yao: +1 347 668 8001 / [email protected]

Communications Altice United States
Lisa Anselmo: +1 516 279 9461 / [email protected]

About Altice USA:

Altice USA (NYSE: ATUS) is one of the largest broadband communications and video service providers in the United States, offering exclusive broadband, video, mobile, content and advertising services to over 4 , 9 million residential and commercial customers in 21 states through its Optimum and Suddenlink brands. The company operates a4, an advanced advertising and data company, which provides audience-based multi-screen advertising solutions to local, regional and national advertising businesses and clients. Altice USA also offers hyper-local, national, international and commercial news through its News 12, Cheddar and i24NEWS networks.

1 Including a 21% stake offer by CDPQ in the Cogecos Atlantic Broadband subsidiary. Assumes an exchange rate of 1.319 USD / CDN.

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