Shaw Announces Agreement With Rogers for Purchase and Sale of

Shaw Announces Agreement With Rogers for Purchase and Sale of Assets 
Sale of Hamilton Cable Assets 
Sale of An Option to Purchase Shaw's AWS Spectrum Licenses 
Acquisition of Minority Interest in TVtropolis 
CALGARY, ALBERTA -- (Marketwire) -- 01/14/13 -- Shaw Communications
Inc. (TSX:SJR.B)(NYSE:SJR) ("Shaw" or "the Company") announced today
that it has entered into agreements with Rogers Communications Inc.
("Rogers") to sell to Rogers its shares in its Hamilton-based cable
operations, Mountain Cablevision Limited ("Mountain Cable"), grant to
Rogers an option to acquire Shaw's spectrum licenses for advanced
wireless service in British Columbia, Alberta, Saskatchewan, Manitoba
and Northern Ontario (the "Spectrum Licenses") and to purchase from
Rogers its 33.3% partnership interest in the TVtropolis General
Partnership ("TVtropolis"). 
The consideration payable by Rogers to Shaw for Mountain Cable, the
Spectrum Licenses and other transactions described below, net of
TVtropolis, is approximately $700 million of which (a) $400 million
represents the purchase price for the Mountain Cable transaction
($250 million of which is an up-front deposit to be received today),
and (b) $50 million represents the purchase price of the option
granted by Shaw to Rogers to acquire the Spectrum Licenses (the
"Spectrum Option"). The Company acknowledges that the cash
consideration to be received by Shaw with respect to Mountain Cable
reflects the value of the bundle of transactions taken together, as
well as consideration for timing of cash payments between the
parties. Shaw is paying $59 million for the remaining interest in
TVtropolis and this will be paid today as a deposit. The final option
exercise price for the Spectrum Licenses will be settled in
connection with the negotiation over the next several months of the
provision of certain services, assets or rights by Shaw to Rogers. 
Brad Shaw, Chief Executive Officer of Shaw said "we are pleased to
announce this transaction with Rogers. The sale is strategic for both
parties and Shaw will be able to use the net proceeds from the
transactions to accelerate various strategic capital investments in
its core business as well as for general corporate purposes. The
majority of the proceeds will be reinvested back into our business
and will be focused on improving and strengthening our network
advantage. Key strategic investments that will be accelerated include
the completion of our Calgary data centre, further digitization of
our network, additional bandwidth upgrades, expansion of our Wi-Fi
network in Western Canada and additional product development relating
to Shaw Go and other applications that are focused on an enhanced
customer experience. 
Proceeds from the transactions enable us to realize the benefits of
these strategic capital investments sooner than originally
contemplated." 
The transactions are not conditional on the closing of any of the
other transactions and remain subject to customary conditions,
including applicable regulatory approvals. The Mountain Cable
transaction remains subject to the Canadian Radio-television and
Telecommunications Commission and Competition Bureau approvals. The
Spectrum Option will be exercisable from the date on which Industry
Canada and Competition Bureau approvals permit such exercise and the
transfer of the Spectrum Licenses until expiry in March 2015, subject
to extension in certain circumstances. 
TD Securities Inc. acted as the financial advisor to Shaw in
connection with the transactions and Davies Ward Phillips & Vineberg
LLP provided legal advice. 
Caution Regarding Forward-Looking Statements 
Statements in this news release relating to each of the transactions
assume the closing of each such transaction and, accordingly,
constitute "forward-looking statements" within the meaning of
applicable securities laws. These statements are based on assumptions
made by Shaw that it believes are appropriate in the circumstances,
including without limit, that the regulatory approvals for each
transaction will be received, the satisfaction of other conditions to
each closing and that the Spectrum Option will be exercised. There is
the risk that one or more of these assumptions will not prove
accurate and this may affect the closing of one or more of the
transactions and/or the economic value to Shaw. Undue reliance should
not be placed on any forward-looking statements. Except as required
by law, Shaw disclaims any obligation to update any forward-looking
statement. 
About Shaw Communications Inc. 
Shaw Communications Inc. is a diversified communications and media
company, providing consumers with broadband cable television,
High-Speed Internet, Home Phone, telecommunications services (through
Shaw Business), satellite direct-to-home services (through Shaw
Direct) and engaging programming content (through Shaw Media). Shaw
serves 3.3 million customers, through a reliable and extensive fibre
network. Shaw Media operates one of the largest conventional
television networks in Canada, Global Television, and 18 specialty
networks including HGTV Canada, Food Network Canada, History and
Showcase. Shaw is traded on the Toronto and New York stock exchanges
and is included in the S&P/TSX 60 Index (TSX:SJR.B)(NYSE:SJR). For
more information about Shaw, please visit www.shaw.ca.
Contacts:
Shaw Communications Inc.
Investor Relations
investor.relations@sjrb.ca
www.shaw.ca
 
 
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