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Not a negotiation strategy: rejection of Cogeco’s second takeover offer

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TORONTO The family that controls the Cogeco businesses flatly rejected another takeover bid from Altice USA and Rogers Communications on Sunday night.

It was the second ‘unsolicited’ offer the Audet family has rejected in as many months and comes weeks after Cogeco’s board of directors sent a letter to the CEOs of Rogers and Altice, accusing them of “bad faith tactics”.

“As this apparently does not fit with Rogers and Altice, we repeat today that it is not a question of a negotiation strategy, but of a definitive refusal”, declared Louis Audet, president of the family holding company, Gestion Audem, in a press release published on Sunday evening. “We are not interested in selling our shares.”

As part of the new offering, Altice said it would pay $ 11.1 billion in cash to buy all of the shares of Cogeco Communications Inc. and its parent company Cogeco Inc., including $ 900 million to buy the shares. multiple voting shares of the Audet family and their subordinate shares.

That’s up from the previous offer of $ 10.3 billion, announced last month.

In both scenarios, Altice USA said it plans to keep only Cogeco’s U.S. cable assets and sell its Canadian assets to Rogers, which wants to expand its cable and Internet territory in Ontario and enter the UK. Quebec cable and Internet market.

The price Rogers would get for its shares in Cogeco would have dropped from $ 4.9 billion to $ 5.2 billion.

Altice’s revised offer included $ 123 per share for all remaining subordinate voting shares of Cogeco Inc. and $ 150 per share for all remaining subordinate voting shares of Cogeco Communications, which are listed. on the Toronto Stock Exchange.

Gestion Audem holds 69% of all voting rights of Cogeco Inc., which in turn controls 82.9% of all voting rights of Cogeco Communications Inc.

After their first offer was rejected, Altice and Rogers accused the Audet family of failing to properly review or consider the proposal.

In his response, the lead director of Cogeco’s boards of directors described what he claims to be tactics designed to confuse and mislead investors.

“From the start, you engaged in bad faith tactics, some of which confused the market,” wrote James C. Cherry. “… You publicly announced your proposal in which you said the support of the Audet family was needed to complete a transaction, but you did not disclose that they rejected your proposal the night before. ”

He wrote that Cogeco gave the initial offer “all the care and attention it deserves”.

“We will not engage in a futile exercise to distract management and key resources from our business operations while creating friction among our stakeholders,” he wrote.

This report by The Canadian Press was first published on October 18, 2020

Companies in this story: (TSX: RCI.B, TSX: CGA, TSX: CCO)



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