Shaw Takeover of Moffat Communications

On January 22, 2001, Shaw Communications Inc. (Shaw) successfully completed its offer to acquire all of the outstanding shares of Winnipeg-based Moffat Communications Limited (Moffat). Pursuant to the offer, dated December 21, 2000, Shaw offered (i) $35 cash, or (ii) $0.05 cash and 1.0508 Class B non-voting shares for each common share of Moffat, for an aggregate consideration of approximately $1.2 billion.

On December 7, 2000, Shaw entered into a Lock-up Agreement with Moffat’s Chairman, Mr. Randall L. Moffat, whereby Mr. Moffat agreed to tender his shares, representing approximately 52 per cent of the outstanding shares of Moffat, to a bid to be made by Shaw. Shaw has taken up and paid for 32.9 million Moffat common shares, and together with the 5.7 million previously owned by Shaw, it now controls about 99 per cent of Moffat’s shares.

Shaw was led by General Counsel, Margot Micallef, instructing an in-house team consisting of David Taniguchi (Legal Counsel, Corporate & Securites) and Susan Crippin (Transactions Coordinator), and a team from Davies Ward Phillips & Vineberg LLP comprised of Vincent Mercier, Warren Katz, Jim Reid (corporate) and Mark Katz (competition). Bennett Jones LLP (Calgary) represented Moffat Communications and Mr. Randall Moffat with a team comprised of Doug Foster, John MacNeil, Jon Truswell and Took Whiteley (corporate), Beth Riley (corporate/competition) and Darcy Moch (tax), together with Communications General Counsel Shawn Hughes. Bill Orr of Heenan Blaikie represented the Independent Committee of Moffat Communications.