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Altice USA, Inc. Presents Offer To Acquire Cogeco In Order To Own Atlantic Broadband; Aggregate Cash Consideration ~$7.8B

  Upon completion of transaction, Altice USA will own U.S. assets of Cogeco (Atlantic Broadband); Altice USA to sell Canadian assets to Rogers Communications NEW YORK--(BUSINESS WIRE)-- Altice USA, Inc.

· 09/02/2020 09:23

 

Upon completion of transaction, Altice USA will own U.S. assets of Cogeco (Atlantic Broadband); Altice USA to sell Canadian assets to Rogers Communications

NEW YORK--(BUSINESS WIRE)-- Altice USA, Inc. (“Altice USA”) (NYSE:ATUS) announces that it has presented an offer to Cogeco Inc. (“CGO”) and Cogeco Communications Inc. (“CCA”, together with CGO, “Cogeco”) to acquire 100% of the issued and outstanding shares of Cogeco. Altice USA has also entered into an arrangement to sell all the Canadian assets of Cogeco to the largest long-term shareholder of Cogeco, Rogers Communications Inc. (“Rogers”) (TSX:RCI, NYSE:RCI), if its transaction with Cogeco is completed. Upon completion of the overall transaction, Altice USA would own all the U.S. assets of Cogeco, namely Atlantic Broadband.

Compelling and Value-Maximizing All-Cash Offer with Significant Premium

The aggregate all-cash consideration offered for all of the outstanding shares of CGO and CCA, including those owned by Rogers, is approximately C$10.3 billion (US$7.8 billion). This includes approximately C$4.8 billion (US$3.6 billion) to be paid by Altice USA for the U.S. assets1:

  • All the multiple voting shares of CGO are held in a company controlled by Mr. Louis Audet, the Executive Chairman of Cogeco, and members of the Audet family. Given the position of the controlling shareholder, its support is necessary to complete a transaction, and as such the Altice USA offer includes a sizeable premium on those shares. Specifically, the offer includes C$800 million (US$612 million) to the Audet family for their ownership interests, which include 100% of the multiple voting shares of CGO (“CGO MVS”) and approximately 0.9% of total outstanding CGO subordinate voting shares (“CGO SVS”).
  • The offer also includes C$106.53 per share for the remaining CGO SVS and C$134.22 per share for each CCA subordinate voting share (“CCA SVS”). These offer prices represent a significant premium of 30% to each stock’s 1-month (August 2020) volume weighted average price (VWAP) on the Toronto Stock Exchange (the offer prices also represent a 36% premium for CGO SVS and 37% premium for CCA SVS to the August 31, 2020 closing prices).