Fast Forward at Rogers and Vidéotron

Illustrating that the current market waits for no-one, least of all monthly publications, a series of deals involving Rogers Communications Inc. (Rogers), Groupe Vidéotron Ltée (Vidéotron), Shaw Communications Inc. (Shaw), Caisse de dépôt et placement du Québec (Caisse), and Quebecor Inc. (Quebecor) have undergone major permutations since being reported on previously in Lexpert.

As reported in the March 2000 issue of Lexpert, Rogers announced on February 7, 2000 that it planned to acquire Vidéotron in a $5.6 billion share swap. The agreement was destined to create the largest cable provider in Canada, and the seventh largest in North America, with access to nearly half of Canada’s cable subscribers and a market capitalization of over $17 billion.

François Ramsay of Vidéotron’s in-house department is quarterbacking the deal for Vidéotron and is instructing a team from McCarthy Tétrault’s Montreal office led by Warren Goodman, Benjamin Silver, Daniel Bénay and Michael Dennis with assistance from Patrick Boucher and Mireille Tremblay. Rogers’ legal team is led by David P. Miller, Vice-President, General Counsel of Rogers, and Jennifer Warren, Legal Counsel of Rogers. As Canadian Counsel, they instruct a team made up of lawyers from Toronto’s Lang Michener (Albert Gnat, Q.C., John Dillman, Donald Plumley, Q.C., Alexandra Hoy, James Musgrove, Daniel Edmondstone, François Potvin and Craig Manuel), Fasken Martineau DuMoulin LLP in Montreal (Robert Paré, Daniel Picotte, Gilles Leclerc and Marie-Josée Neveu), Johnston & Buchan in Ottawa (Robert J. Buchan, Steve Whitehead, Christopher Johnston and Scott Prescott) and Torys in Toronto (James Turner, John McIninch, Brian Davis, John Sheedy, Michael Padfield, Emil Pellicer, Suh Kim, Stephen Richardson and James Welkoff). US counsel to Rogers consists of Cravath, Swaine & Moore (John T. Gaffney), Cole, Raywid & Braverman LLP (Wesley R. Heppler) and Otterbourg, Steindler, Houston & Rosen, P.C. (William Silverman, Peter Feldman and Brett Miller).

On March 23, 2000 Rogers further announced a wide-ranging series of agreements with Shaw pursuant to which they agreed to a major swap of cable assets and the creation of strategic Internet alliances. Among the agreements were: an agreement to swap Roger’s existing cable operations in B.C. in exchange for Shaw’s cable operations in Southern Ontario and New Brunswick; an agreement by Shaw to sell its current position in Cogeco Cable and Cogeco Inc. to Rogers; an agreement by Rogers to sell its current position in Canadian Satellite Communications Inc. to Shaw; an agreement to merge the operations of @Home Canada and Excite Canada into a single national broadband and narrowband portal; and an agreement to make a joint investment in a new Internet backbone company. The new agreements were greeted enthusiastically by Vidéotron as it made the Rogers and Vidéotron merger an even more attractive option.

Rogers legal team on this transaction is led by David P. Miller, Vice-President, General Counsel of Rogers, and Jennifer Warren, Legal Counsel of Rogers. They are instructing Lang Michener as external counsel on the transaction with a team that includes John L. Dillman, Alexandra Hoy, Carol Lyons, Christopher Garrah and Cynthia G. Cross. James Piers of Fasken Martineau DuMoulin LLP’s Vancouver office will be working with the Lang Michener team to coordinate certain portions of the transaction related to Roger’s BC operations. Shaw is utilizing its in-house counsel with a team that includes a number of lawyers seconded to the company from other firms and that is being led by Lydia Lytwyn who is on secondment from Calgary’s Field Atkinson Perraton.

A major wrench was thrown into the transaction on March 24, 2000, when the Caisse obtained an interim injunction preventing the Chagnon family (who hold a 72 per cent control block in Vidéotron) from approving the proposed Rogers and Vidéotron merger. At issue was a fifteen-year-old veto right that the Caisse claims it holds on the disposal of the Chagnons’ controlling block. Resolution of the injunctive hearings has been postponed until June, 2000. Further to this, Quebecor, in conjunction with the Caisse, delivered to Vidéotron on March 31, 2000 a preliminary offer for an alternative transaction to Roger’s. Under the alternative transaction, which is valued at $5.9 billion, Quebecor would offer Vidéotron shareholders a total of $49 per share, consisting of $28.41 in cash plus subordinate shares in a new company that would be created for the transaction, Quebecor Media.

Claude Bergeron, VP Legal Affairs at the Caisse, has assembled a team from Goodman Phillips & Vineberg’s Montreal office which includes Robert Mongeon, William Brock, Marc-André Boutin and Louis-Martin O’Neill to act on the injunctive proceedings. The litigation team is being assisted by corporate and securities lawyers Sylvain Cossette, Maryse Bertrand, Marie-Christine Lemerise and Nik Diksic. Quebecor is being represented by Ogilvy Renault with a team led by Marc Lacourcière, with Dominique Fortin, Clemens Mayr, Alessandra Massobrio and Luc Boucher (corporate/ securities), Andrew Fleming and Robert Borduas (banking/ finance), Jules Charette and Kenneth Snider (tax) and a litigation team of Jean Bertrand, Sophie Melchers and Ruth Wahl. David P. Miller, Vice-President, General Counsel of Rogers, and Jennifer Warren, Legal Counsel of Rogers have called upon a team from Fasken Martineau DuMoulin LLP as Quebec counsel, which is being led by Daniel Picotte and Robert Paré with assistance from Gilles Leclerc and Marie-Josée Neveu on the corporate side and Serge Guérette and Pierre Lefebvre on the litigation side. François Ramsay of Vidéotron is instructing McCarthy Tétrault in the proceedings with a team led by Graham Nesbitt with assistance from Marc-André Blanchard and Martin Boodman. The Chagnon family is being represented by Claude-Armand Sheppard of Montreal’s Robinson, Sheppard, Shapiro.