02:37:25 EDT Sat 12 Jul 2025
Enter Symbol
or Name
USA
CA



Rogers Communications Inc
Symbol RCI
Shares Issued 429,073,267
Close 2025-07-11 C$ 45.82
Market Cap C$ 19,660,137,094
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Rogers Communications begins tender offers for notes

2025-07-11 16:38 ET - News Release

An anonymous director reports

ROGERS ANNOUNCES CASH TENDER OFFERS FOR SIX SERIES OF DEBT SECURITIES

Rogers Communications Inc. has commenced separate offers to purchase for cash up to $400-million in aggregate purchase price, excluding accrued and unpaid interest, of its outstanding senior notes of each series listed in the table below, which maximum purchase amount may be increased, decreased or waived by the company in its sole discretion. Each offer is subject to the satisfaction or waiver of certain conditions.

The offers

The offers are made upon the terms and subject to the conditions set forth in the offer to purchase dated July 11, 2025, relating to the notes.

The amount of notes purchased in the offers and the allocation of such amount between each series listed below will be determined by the company in its sole discretion. The offers may be subject to proration as described in the offer to purchase.

The offers will expire at 5 p.m. Eastern Time on July 18, 2025, unless extended or earlier terminated by the company. Notes tendered for purchase pursuant to an offer may be validly withdrawn at any time at or prior to 5 p.m. Eastern Time on July 18, 2025.

Provided that all conditions to the relevant offer have been satisfied or waived by the company by the expiration date and subject to the conditions set forth in the offer to purchase, the company will, on the settlement date, promptly settle all notes that were: (1) validly tendered to such offer at or prior to the expiration date (and not validly withdrawn at or prior to the withdrawal date); and (2) accepted for purchase by the company. The settlement date will be promptly following the expiration date and is expected to be July 23, 2025, the third business day after the expiration date, unless extended by the company with respect to such offer.

Promptly after 11 a.m. Eastern Time on July 21, 2025, unless extended by the company with respect to any offer, the company will issue a press release specifying, among other things, the total consideration for each series of notes validly tendered that the company has accepted for purchase.

The applicable total consideration for each $1,000 principal amount of such notes accepted by the company for purchase in the offers will be paid in cash by or on behalf of the company to the tender agent (or, at the tender agent's discretion, CDS Clearing and Depository Services Inc.) on the settlement date. In addition to the applicable total consideration, holders whose notes are accepted by the company for purchase pursuant to an offer will receive a cash payment equal to the accrued and unpaid interest on such accepted notes from and including the immediately preceding interest payment date for such notes to, but excluding, the settlement date. Interest will cease to accrue on the settlement date for all notes accepted for purchase in the offers. Under no circumstances will any interest be payable because of any delay in the transmission of funds to holders by the tender agent, CDS or its participants, or any other third party.

Any notes validly tendered pursuant to the offers but not accepted for purchase by the company will be returned promptly to the tendering holders thereof.

The company reserves the right, but is under no obligation, to increase, decrease or waive the maximum purchase amount, in its sole discretion, with or without extending the withdrawal date. If holders tender more notes in the offers than they expect to be accepted for purchase based on the maximum purchase amount and the company subsequently accepts more than such holders expected of such notes tendered as a result of an increase of the maximum purchase amount, such holders may not be able to withdraw any of their previously tendered notes.

The offers are subject to the satisfaction or waiver of certain conditions as described in the offer to purchase. The company reserves the right, subject to applicable law, to waive any and all conditions to any offer. If any of the conditions is not satisfied, the company is not obligated to accept for payment, purchase or pay for, and may delay the acceptance for payment of, any tendered notes, in each event subject to applicable laws, and may terminate or alter any or all of the offers. The offers are not conditioned on the tender of any aggregate minimum principal amount of notes of any series (subject to minimum denomination requirements as set forth in the offer to purchase), the offers are not subject to a financing condition, and none of the offers are conditioned on the consummation of the other offers or any other offer by the company.

The company has retained Merrill Lynch Canada Inc. (BofA), RBC Dominion Securities Inc., Scotia Capital Inc. and TD Securities Inc. to act as joint lead dealer managers for the offers. Questions regarding the terms and conditions for the offers or for copies of the offer to purchase should be directed to BofA at 888-292-0070 (toll-free) or 980-387-3907 (collect), RBC at 877-381-2099 (toll-free) or 416-842-6311 (local), Scotia at 1-416-863-7438 (collect), or TD at 1-866-584-2096 (toll-free) or 1-416-982-6451 (collect). You may also contact your broker, dealer, commercial bank, trust company or other nominee for assistance concerning the offers.

TSX Trust Company will act as the tender agent for the offers.

TMX Investor Solutions Inc. will act as the information agent for the offers. Questions regarding the tender procedures should be directed to the information agent at 1-866-356-6140 (North America toll-free) or 1-437-561-5053 (outside of North America collect).

If the company terminates any offer with respect to one or more series of notes, it will give prompt notice to the tender agent, and all notes tendered pursuant to such terminated offer will be returned promptly to the tendering holders thereof. With effect from such termination, any notes blocked in CDS will be released.

Beneficial owners of notes are advised to check with each bank, securities broker or other intermediary through which they hold beneficial interests in notes as to when such intermediary would need to receive instructions from a beneficial owner for that beneficial owner to be able to participate in, or withdraw their instruction to participate in, the offers before the deadlines specified herein and in the offer to purchase. The deadlines set by any such intermediary and CDS for the submission and withdrawal of tender instructions will also be earlier than the relevant deadlines specified herein and in the offer to purchase.

About Rogers Communications Inc.

Rogers is Canada's leading communications and entertainment company, and its shares are publicly traded on the Toronto Stock Exchange and on the New York Stock Exchange.

We seek Safe Harbor.

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