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Edward Rogers files B.C. court petition to have newly formed board declared valid – CP24 Toronto's Breaking News

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Tara Deschamps, The Canadian Press


Published Tuesday, October 26, 2021 5:38PM EDT


Last Updated Tuesday, October 26, 2021 7:56PM EDT

TORONTO – The boardroom drama engulfing Rogers Communications Inc. intensified Tuesday after Edward Rogers filed a petition to have his newly constituted board declared legitimate, and said his mother and sisters had previously supported his moves.

The son of late Rogers Communications Inc. founder Ted Rogers asked the B.C. Supreme Court on Tuesday for a declaration confirming the validity of his board. He also asked Rogers to adjust its registry to reflect the board he created.

The board is at the heart of a dispute that has broken out between Edward Rogers and his mother Loretta Rogers, sisters Melinda Rogers-Hixon and Martha Rogers and several of their associates.

Edward Rogers named five new directors to the board on Friday, a day after his mother, sisters and other members ousted him from his role as board chair because of what media reports described as a plot to remove CEO Joe Natale and replace him with Tony Staffieri, the company’s former chief financial officer.

Natale, who was previously CEO of competitor Telus Corp., was appointed president and CEO of Rogers in April 2017, while Stafferi had been CFO for 10 years.

The other family members continue to back Natale, insist the board Edward Rogers formed is illegitimate and say the board as it existed prior to Edward Rogers‘ changes is the only valid one.

However, the affidavit Edward Rogers filed when seeking affirmation of his board raises new questions about how strongly Natale is supported.

The court filings say that several board members, including Loretta Rogers, raised concerns about Natale’s performance as the firm was staging a $26-billion takeover of rival Shaw Communications Inc. and they began discussing Mr. Staffieri as a replacement.

“My mother Loretta and sister Martha in particular expressed the firm view that Mr. Natale had had more than four years to prove himself and that it was time for a change,” Edward said in his affidavit.

“They also expressed support for Mr. Staffieri as a strong candidate to replace Mr. Natale.”

Loretta Rogers disputes that characterization.

“The claims Edward makes in his affidavit are as unfortunate as they are untrue,” she said in an email.

Edward Rogers alleges in the court filings that Natale approached him and said he overheard Staffieri talking about the plan. Natale told Edward Rogers he wanted to terminate Staffieri, but Edward refused.

At a Sept. 22 board meeting a few days afterward, Edward Rogers said he presented a slide presentation laden with performance metrics to show Rogers was underperforming its competitors under Natale’s leadership.

Exhibits entered as part of Edward Rogers‘ affidavit show Rogers‘ share price had fallen during Natale’s tenure and it was adding fewer wireless and internet subscribers than BCE Inc. and Telus Corp.

He alleges that he talked to Loretta and Martha Rogers about the circumstances in advance and the potential for Staffieri to take over. Both supported the plan, he said, and Loretta Rogers even prepared a statement to the board.

“Tony will be a strong CEO at Rogers and I look forward to working with him in his new role,” Edward Rogers alleges Loretta Rogers said in her statement.

“He is all about results and execution and that is what we need as we have a tough five years ahead of us with integrating Shaw and achieving the objectives of that deal.”

Loretta Rogers said the statement was written for her by Edward Rogers and based on information she thought to be “full, complete and accurate” about Natale’s performance because it was provided by her son and board member Alan Horn.

She said she later developed a more complete perspective on the issue and reversed course to support Natale.

Melinda Rogers-Hixon said she too continues to back Natale.

“It is unfortunate that Edward has advanced a false narrative regarding our mother to provide cover for his misguided position to replace the independent directors of RCI by the stroke of a pen,” she said in a statement. (RCI is the company’s stock ticker.)

Edward Rogers said in court documents, the company’s board voted 10-1 in late September to accept Natale’s retirement, which was to happen on Oct. 1, but deferred resolutions related to Staffieri’s appointment a few days so his compensation package could be arranged.

John MacDonald, who was named board chair after Edward Rogers‘ removal and continues to speak for Rogers, said that’s not true.

“At no time did the majority of the board vote to remove Joe Natale as CEO of Rogers Communications,” he wrote in an email. “There are several critical and material items that are categorically false in the chair of the trust’s affidavit and I plan to fully set the record straight when given the opportunity through the court process.”

Edward Rogers said in court filings, board member John MacDonald interrupted a subsequent meeting to tell him some members have a new plan to present. MacDonald, Edward Rogers alleges, gave the floor to Martha Rogers to a present a plan to fire Staffieri and rescind Natale’s retirement.

Edward said he, Horn and Melinda Rogers later visited his mother’s cottage, where she was with Martha Rogers, to try to reach a resolution and he proposed letting Natale and Staffieri work together as the Shaw transaction neared closure.

“The next day, I received a brief email from Mr. MacDonald, copying his director group and Melinda, Martha, and my mother, saying ‘Edward, we have reviewed the proposal you suggested to me yesterday and have rejected it.”’ Edward Rogers wrote in his affidavit.

This report by The Canadian Press was first published Oct. 26, 2021.

Companies in this story: (TSX:RCI.B)

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TC Energy cuts cost estimate for Southeast Gateway pipeline project in Mexico

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CALGARY – TC Energy Corp. has lowered the estimated cost of its Southeast Gateway pipeline project in Mexico.

It says it now expects the project to cost between US$3.9 billion and US$4.1 billion compared with its original estimate of US$4.5 billion.

The change came as the company reported a third-quarter profit attributable to common shareholders of C$1.46 billion or $1.40 per share compared with a loss of C$197 million or 19 cents per share in the same quarter last year.

Revenue for the quarter ended Sept. 30 totalled C$4.08 billion, up from C$3.94 billion in the third quarter of 2023.

TC Energy says its comparable earnings for its latest quarter amounted to C$1.03 per share compared with C$1.00 per share a year earlier.

The average analyst estimate had been for a profit of 95 cents per share, according to LSEG Data & Analytics.

This report by The Canadian Press was first published Nov. 7, 2024.

Companies in this story: (TSX:TRP)

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BCE reports Q3 loss on asset impairment charge, cuts revenue guidance

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BCE Inc. reported a loss in its latest quarter as it recorded $2.11 billion in asset impairment charges, mainly related to Bell Media’s TV and radio properties.

The company says its net loss attributable to common shareholders amounted to $1.24 billion or $1.36 per share for the quarter ended Sept. 30 compared with a profit of $640 million or 70 cents per share a year earlier.

On an adjusted basis, BCE says it earned 75 cents per share in its latest quarter compared with an adjusted profit of 81 cents per share in the same quarter last year.

“Bell’s results for the third quarter demonstrate that we are disciplined in our pursuit of profitable growth in an intensely competitive environment,” BCE chief executive Mirko Bibic said in a statement.

“Our focus this quarter, and throughout 2024, has been to attract higher-margin subscribers and reduce costs to help offset short-term revenue impacts from sustained competitive pricing pressures, slow economic growth and a media advertising market that is in transition.”

Operating revenue for the quarter totalled $5.97 billion, down from $6.08 billion in its third quarter of 2023.

BCE also said it now expects its revenue for 2024 to fall about 1.5 per cent compared with earlier guidance for an increase of zero to four per cent.

The company says the change comes as it faces lower-than-anticipated wireless product revenue and sustained pressure on wireless prices.

BCE added 33,111 net postpaid mobile phone subscribers, down 76.8 per cent from the same period last year, which was the company’s second-best performance on the metric since 2010.

It says the drop was driven by higher customer churn — a measure of subscribers who cancelled their service — amid greater competitive activity and promotional offer intensity. BCE’s monthly churn rate for the category was 1.28 per cent, up from 1.1 per cent during its previous third quarter.

The company also saw 11.6 per cent fewer gross subscriber activations “due to more targeted promotional offers and mobile device discounting compared to last year.”

Bell’s wireless mobile phone average revenue per user was $58.26, down 3.4 per cent from $60.28 in the third quarter of the prior year.

This report by The Canadian Press was first published Nov. 7, 2024.

Companies in this story: (TSX:BCE)

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Canada Goose reports Q2 revenue down from year ago, trims full-year guidance

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TORONTO – Canada Goose Holdings Inc. trimmed its financial guidance as it reported its second-quarter revenue fell compared with a year ago.

The luxury clothing company says revenue for the quarter ended Sept. 29 totalled $267.8 million, down from $281.1 million in the same quarter last year.

Net income attributable to shareholders amounted to $5.4 million or six cents per diluted share, up from $3.9 million or four cents per diluted share a year earlier.

On an adjusted basis, Canada Goose says it earned five cents per diluted share in its latest quarter compared with an adjusted profit of 16 cents per diluted share a year earlier.

In its outlook, Canada Goose says it now expects total revenue for its full financial year to show a low-single-digit percentage decrease to low-single-digit percentage increase compared with earlier guidance for a low-single-digit increase.

It also says it now expects its adjusted net income per diluted share to show a mid-single-digit percentage increase compared with earlier guidance for a percentage increase in the mid-teens.

This report by The Canadian Press was first published Nov. 7, 2024.

Companies in this story: (TSX:GOOS)

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