Rogers Communications to Strengthen Core Business through Strategic Transactions with Shaw Communications

     Rogers Communications to Strengthen Core Business through Strategic
                    Transactions with Shaw Communications

PR Newswire

TORONTO, Jan. 14, 2013

Rogers to secure option to purchase AWS spectrum in 2014;

Expands cable operations by acquiring Hamilton Cable Assets;

Sale of minority interest in TVtropolis

TORONTO, Jan. 14, 2013 /PRNewswire/ - Rogers Communications announced today
that it has signed agreements with Shaw Communications to secure an Option to
purchase Shaw's AWS spectrum holdings in 2014, and to acquire Shaw's cable
system in Hamilton, Ontario - Mountain Cablevision Limited ("Mountain"). Shaw
will also acquire Rogers' one-third interest in TVtropolis and will enter into
negotiations with Rogers for the provision of certain services in Western
Canada. Rogers net cash investment is expected to total approximately $700
million once all aspects of the transactions are completed.

"The agreements will benefit businesses and consumers across the country and
fit squarely within our focused, strategic game plan," said Nadir Mohamed,
President and Chief Executive Officer. "We're investing in spectrum to ensure
our customers continue to enjoy the incredibly fast speeds and throughput they
crave, while ensuring our continued network leadership. We're also
strengthening our Cable portfolio by acquiring a valuable cable business which
complements our existing Ontario cable system allowing us to deliver even more
value for our customers and shareholders."

Data usage is exploding and additional wireless spectrum is needed to meet
this growing demand by consumers and businesses for mobile Internet services.
The acquisition of Shaw's unused spectrum will ensure Rogers maintains its
network leadership position, particularly in Western Canada where Rogers has a
significant share of the wireless market. Shaw's AWS spectrum holdings cover
188 million MHz POPs including 20 MHz across B.C., Alberta and Manitoba and 10
MHz in select B.C., Alberta, Saskatchewan and Northern Ontario markets. Under
this agreement Rogers has acquired an option to purchase this spectrum and the
option may be exercised only following receipt of Industry Canada and
Competition Bureau approval. If approved by Industry Canada and the
Competition Bureau, the purchase of the spectrum following an exercise of the
option would likely take place in late 2014.

The acquisition of Mountain expands Rogers cable business in the southern
Ontario area and is immediately adjacent to its already highly clustered cable
network. This acquisition will allow Rogers to drive synergies through
increased product penetration of its wireless services, as well as through
cost efficiencies. Mountain delivers a full bundle of advanced cable
television, Internet and telephony services over its recently upgraded hybrid
fiber coax network. The Cable transaction is expected to close in the first
half of 2013, pending regulatory approvals.

TVtropolis is a specialty TV network seen across Canada, specializing in
bringing viewers some of the most widely watched shows ever broadcast. This
sale will provide Shaw with 100 percent ownership of TVtropolis and, under the
terms of the agreement, Rogers will continue to have access to TVtropolis
content for broadcast to all of its cable subscribers. The sale of TVtropolis
is expected to close in the first half of 2013, pending regulatory approval.

The cash consideration for the transactions includes a $250 million deposit
for Mountain, as well as a $50 million payment for the Option to purchase the
spectrum holdings. Upon the closing of the Mountain component, total cash
consideration of $400 million will have been paid in respect of this cable
business - an amount that includes not only the value of Mountain, but also
takes into consideration the value of the bundle of transactions taken
together, as well as consideration for the timing of cash payments between the
parties. Rogers will receive $59 million for the sale of TVtropolis, to be
received as a deposit on today's signing of agreements. Final consideration
for the spectrum will be payable if Rogers exercises its Option and the
spectrum licenses are acquired, and will take into account the terms of the
services agreement between Rogers and Shaw. The Option will be exercisable
from the date on which regulatory approvals permit such exercise and the
transfer of the spectrum licenses until expiry in March 2015, subject to
extension in certain circumstances. The transactions are not conditional on
the closing of any other transactions and remain subject to customary
conditions, including applicable regulatory approvals as referred to above.

Caution Regarding Forward-Looking Statements, Risks and Assumptions:

This release includes "forward-looking information" within the meaning of
applicable securities laws and assumptions concerning the acquisition of
wireless spectrum and cable assets and sale of a specialty TV property
minority interest as detailed above. We caution that all forward-looking
information is inherently subject to change and uncertainty and that actual
results may differ materially from those expressed or implied by the
forward-looking information. A number of risks, uncertainties and other
factors could cause actual results and events to differ materially from those
expressed or implied in the forward-looking information or could cause our
current objectives, strategies and intentions to change, including but not
limited to various regulatory approvals. Many of these factors are beyond our
control and current expectation or knowledge. Should one or more of these
risks, uncertainties or other factors materialize, our objectives, strategies
or intentions change, or any other factors or assumptions underlying the
forward-looking information prove incorrect, our actual results and our plans
could vary significantly from what we currently foresee. Accordingly, we warn
investors to exercise caution when considering statements containing
forward-looking information and that it would be unreasonable to rely on such
statements as creating legal rights regarding our future results or plans. We
are under no obligation (and we expressly disclaim any such obligation) to
update or alter any statements containing forward-looking information, the
factors or assumptions underlying them, whether as a result of new
information, future events or otherwise, except as required by law. All of the
forward-looking information in this earnings release is qualified by the
cautionary statements herein.

About the Company:

Rogers Communications is a diversified Canadian communications and media
company. We are engaged in wireless voice and data communications services
through Wireless, Canada's largest wireless provider. Through Cable, we are
one of Canada's leading providers of cable television services as well as
high-speed Internet access and telephony services. Through Media, we are
engaged in radio and television broadcasting, televised shopping, magazines
and trade publications, and sports entertainment. We are publicly traded on
the Toronto Stock Exchange (TSX: RCI.A and RCI.B) and on the New York Stock
Exchange (NYSE: RCI). For further information about the Rogers group of
companies, please visit www.rogers.com.

SOURCE Rogers Communications Inc.

Contact:

Investors:
Bruce Mann 416-935-3532 orbruce.mann@rci.rogers.com
Dan Coombes 416-935-3550 ordan.coombes@rci.rogers.com

Media:
Patricia Trott 416-935-7359 orpatricia.trott@rci.rogers.com
 
Press spacebar to pause and continue. Press esc to stop.