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Independent Cogeco board members reject $10.3B takeover bid – BNN



The board of directors for Cogeco Inc. and Cogeco Communications Inc. say their independent members have rejected a unsolicited bid from a New York firm that offered $10.3 billion to buy the telecommunications companies.

The companies said the rejections followed board meetings and discussions with members of the Audet family that controls them.

Gestion Audem Inc., a company controlled by the members of the Audet family, said Wednesday that it does not intend to sell its shares and will not support the unsolicited proposal from Altice USA Inc.

The U.S. cable company made the offer as part of a deal that included a side arrangement that would see Rogers Communications Inc. buy Cogeco’s Canadian assets for $4.9 billion.

Gestion Audem holds 69 per cent of Cogeco’s voting rights and 82.9 per cent of voting rights at Cogeco Communications. Louis Audet is executive chairman of the companies.

Earlier Wednesday, Altice announced an all-cash cash offer that included $800 million to secure the ownership interests and voting shares held by Louis Audet and his family.

Altice would pay $106.53 per share for the remaining Cogeco Inc. subordinate voting shares and $134.22 per share for each Cogeco Communications Inc. subordinate voting share, a roughly 30 per cent premium on each stock’s one-month, volume-weighted average.

Altice also entered into an arrangement to sell Cogeco’s Canadian assets to Rogers, the Montreal-based company’s largest long-term shareholder, for $4.9 billion cash were the Cogeco bid accepted.

“As Cogeco’s largest long-term shareholder with deep roots in Quebec with approximately 3,000 employees, Rogers supports the value being created for all shareholders with the significant premium in the Altice USA offer,” spokeswoman Sarah Schmidt said in an email to The Canadian Press.

“We’re focused on speaking to shareholders, and trust the Cogeco Board will act in the best interest of all shareholders.”

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The proposal caused Cogeco Inc.’s shares to shoot up by almost 20 per cent to $94.57 in early afternoon trading, while Cogeco Communications Inc.’s reached $114.37, an increase of more than 15 per cent. Rogers’s hit $54.94, an almost five per cent increase.

This is the second time Rogers has been rebuffed in a move to wade into the Quebec market. Rogers tried to acquire Videotron in 2000, but the telecommunications company was eventually purchased by Quebecor.

Were the Cogeco deal to go through, Altice would own the company’s U.S. assets, including Atlantic Broadband, a cable operator providing residential and business customers with broadband, video and telephony services in 11 U.S. states.

The proposal would also benefit Rogers as it amalgamates Ontario cable assets, wrote Aravinda Galappatthige and Matthew Lee, analysts with Canaccord Genuity Corp, in a note to investors.

A successful bid could soften the threat of mobile virtual network operators (MVNO), who buy network capacity from wholesalers instead of running their own, they said.

Cogeco long pushed the Canadian Radio-television and Telecommunications Commission for a “hybrid MVNO” model, which would give companies with existing telecom infrastructure access to national wireless networks and the ability to resell the service to their customers.

“The hybrid MVNO model largely relies on the existence of localized wireline companies with the infrastructure and balance sheet to enter the wireless market and subsequently invest in their own networks,” they said.

“Naturally, Cogeco was the obvious choice for this, which could have increased the level of wireless competition in Ontario. It can be argued that if a transaction occurs, the threat of hybrid MVNO likely wanes.”

Galappatthige and Lee believe the offer made was attractive, but there is room for further negotiation.

They expect Altice and Rogers would be willing to increase their bid and that regulatory approval could be obtained.

Jayme Albert, a spokesperson for Canada’s Competition Bureau, said in an email to The Canadian Press that the federal body was aware of the Altice and Cogeco reports, but could not confirm whether it is reviewing the proposed transaction.

Under the Competition Act, mergers of all sizes and in all sectors of the economy are subject to review by the regulator to determine whether they will likely result in a substantial lessening or prevention of competition in any market in Canada, he said.

In general, the bureau must be given advance notice of proposed transactions when the target’s assets in Canada or revenues from sales in or from Canada generated from those assets exceed $96 million, and when the combined Canadian assets or revenues of the parties and their respective affiliates in, from or into Canada exceed $400 million, he added.

After hearing Gestion wouldn’t support the offer, Altice spokeswoman Lisa Anselmo said in an email to The Canadian Press that the company still believes its offer is “very attractive” and in the best interest of all shareholders.

“We look forward to hearing from the board,” she added.

Even if Cogeco accepts the offer, the Legault government appears ready to intervene.

“There is no question of letting this Quebec company move its head office to Ontario,” Quebec Premier Francois Legault said Wednesday during a radio interview with FM93, a Cogeco-owned station.

The premier didn’t give details about what he would have done.

Legault added that members of his government had spoken with Louis Audet on Wednesday morning.

— With files from Julien Arsenault in Montreal

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Disney will lay off 28,000 theme parks workers due to coronavirus pandemic –



Squeezed by attendance limits at its theme parks and other restrictions due to the coronavirus pandemic, The Walt Disney Co. said Tuesday it planned to lay off 28,000 workers in its parks division in California and Florida.

Two-thirds of the planned layoffs involve part-time workers but they ranged from salaried employees to non-union hourly workers, Disney officials said.

Disney’s parks closed last spring as the pandemic started spreading in the U.S. The Florida parks reopened this summer, but the California parks have yet to reopen as the company awaits guidance from the state of California.

In a letter to employees, Josh D’Amaro, chairman of Disney Parks, Experience and Product, said his management team had worked hard to try to avoid layoffs.

He said they had cut expenses, suspended projects and modified operations, but it wasn’t enough given limits on the number of people allowed into the park because of pandemic-related measures.

“As heartbreaking as it is to take this action, this is the only feasible option we have in light of the prolonged impact of COVID-19 on our business,” he said, “including limited capacity due to physical distancing requirements and the continued uncertainty regarding the duration of the pandemic.”

Disney officials said the company would provide severance packages for the employees where appropriate, and also offer other services to help workers with job placement.

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INQUINTE.CA | Three presumptive COVID-19 cases at Shoppers Drug Mart stores in Belleville –



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Struggling outdoor equipment retailer MEC opposes efforts to pause sale to Kingswood –



Beleaguered outdoor recreation retailer Mountain Equipment Co-op is opposing a proposed delay of the company’s sale to a U.S. private investment firm, saying there is “significant urgency” to closing the deal.

Kevin Harding with the Save MEC campaign filed an application in a B.C. court last week to adjourn the sale to California-based Kingswood Capital Management, part of an effort to preserve the retailer’s status as a co-operative.

The group said it wants to “explore alternative options to address MEC’s liquidity issues,” including selling real estate, obtaining operating loans and bringing in a credit card rewards program.

In a response filed Monday, the company doubted the group’s ability to help address MEC’s cash flow issues, noting that the proposed sources of potential funding don’t involve “concrete commitments or realistic options.”

The Vancouver-based company said given the number of factors that need to be addressed before the sale closes, including negotiations with landlords, the proposed adjournment would put the deal in jeopardy.

MEC said it’s urgent for the sale to close before the retailer experiences “significant weekly cash flow losses,” which may worsen with rising COVID-19 rates.

The company added there is a “real risk” that a delay could lead to the closure of MEC’s operations.

“The transaction has to close in a timely manner before MEC’s forecasted losses escalate and in order for the purchaser to take advantage of the upcoming holiday sales periods,” MEC said in the court filing.

The 49-year-old retailer traces its roots back to a group of West Coast mountaineers, who came up with the idea of opening a Canadian outdoor recreation store during a climbing trip to Mount Baker in Washington state.

The grassroots co-operative officially launched in 1971 with six members and about $65 of operating capital.

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