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Rogers Communications reinstates ousted chair after court backs his bid to shakeup board

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Rogers Communications Inc on Friday reinstated ousted Chairman Edward Rogers after a court backed his petition to constitute a new board, drawing curtains on a rare public battle for the control of a Canadian company even as the family feud showed no signs of ending.

The Supreme Court of British Columbia ruled in favour of Edward Rogers, handing a big victory to the late founder’s son in a dispute that pitted him against his mother and sisters and had weighed on the stock.

The rare public fight in the Canadian corporate world was sparked over the question of who should lead the company, and some analysts have raised concerns the dispute could potentially impact Rogers’ C$20 billion ($16.1 billion) bid for rival Shaw Communications.

But soon after the ruling, Edward Rogers said that he supported CEO Joe Natale, though the entire conflict was sparked after he tried and failed to remove Natale as chief executive, saying at the time he had lost confidence in Natale’s ability to lead the combined entity after the Shaw deal.

“Much has been written about Rogers CEO Joe Natale and his future,” Edward Rogers said in a statement after Friday’s ruling. “Mr. Natale remains CEO and a director of Rogers Communications and has the Board’s support.”

He said the focus must now return to closing the Shaw deal, the company’s biggest M&A.

In a short statement, Rogers Communications noted the court’s decision and accepted Edward Rogers as the chair, and said Natale remained as CEO.

‘BLACK EYE’

Even as the brawl at the corporate level cooled off, the family fight showed no signs of easing. In a statement, the family matriarch, Loretta Rogers, and her two daughters said the ruling “represents a black eye for good governance and shareholder rights and sets a dangerous new precedent for Canada’s capital markets by allowing the independent directors of a public company to be removed with the stroke of a pen.”

“The company now faces a very real prospect of management upheaval and a prolonged period of uncertainty, at perhaps the worst possible time,” the statement added.

Edward Rogers’ attempt at dislodging Natale as CEO in September put him at odds with his mother and two sisters https://www.reuters.com/business/media-telecom/key-actors-rogers-communications-boardroom-battle-2021-11-01, who are Rogers directors. Edward Rogers – son of the late founder, Ted Rogers – lost out in the ensuing power struggle, and he was removed as the chair of Rogers Communications.

Lawyers for the company on Friday asked for a short stay in the decision to allow them to appeal, saying that if the order was effective immediately, Edward Rogers could quickly take major steps that would effectively end the chances of a legal challenge.

But Fitzpatrick denied the request, saying she was satisfied by assurances by lawyers for Rogers that the new board would not take any steps to end the family’s appeal.

“Accordingly the order will be effective today and there will be no stay in proceedings,” the judge said.

The crucial question for the judge was whether Edward Rogers had the power to make board changes with just a written consent.

“I have concluded that the process by which Edward obtained the Consent Resolution was available him under the Articles and the Act,” Fitzpatrick said in a written ruling. “In accordance with the Articles and the Act, the Consent Resolution is deemed to be valid and enforceable,” she added.

POWER STRUGGLE

Edward Rogers said the judgment confirmed that he had acted in accordance with the company’s rule.

“Our family has disagreements like every other family. I am hopeful we will resolve those differences privately, as any family would,” he added.

After he was removed as the chair of Rogers Communications, Edward Rogers constituted a new board that included himself as chairman, leveraging his power as chair of the family-owned Rogers Control Trust – which controls 97.5% of the company’s voting shares – to do so. He then petitioned the Supreme Court of British Columbia to validate his slate of directors.

“No surprises here,” said one top 20 shareholders, referring to Friday’s ruling, who declined to be identified because of the sensitivity of the matter.

“And since Edward clearly has the right to vote, the control block and the case was merely about process. For shareholders, this is the best outcome because it allows for the shortest period of uncertainty,” the shareholder added.

The boardroom battle and the family feud has weighed on the stock, with Rogers shares down 0.5% so far this year, compared with a 16.2% gain in rival BCE Inc and a 14.8% rise in Telus Corp in the same period.

On Monday, both sides presented their cases, with lawyers for Edward Rogers arguing that he had the authority to appoint a new board without an in-person shareholder meeting.

But Rogers Communications’ lawyer David Conklin told the court the late founder foresaw a stalemate between the family trust and the board of directors, and specifically requested a public meeting to resolve it.

($1 = 1.2461 Canadian dollars)

(Reporting by David Ljunggren in Ottawa, Michelle Gamage in Vancouver and Ismail Shakil in Bengaluru Additional reporting by Eva Mathews and Tiyashi Datta in Bengaluru and Maiya Keidan in Toronto Writing by Denny ThomasEditing by Marguerita Choy, Matthew Lewis and Daniel Wallis)

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Telus prioritizing ‘most important customers,’ avoiding ‘unprofitable’ offers: CFO

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Telus Corp. says it is avoiding offering “unprofitable” discounts as fierce competition in the Canadian telecommunications sector shows no sign of slowing down.

The company said Friday it had fewer net new customers during its third quarter compared with the same time last year, as it copes with increasingly “aggressive marketing and promotional pricing” that is prompting more customers to switch providers.

Telus said it added 347,000 net new customers, down around 14.5 per cent compared with last year. The figure includes 130,000 mobile phone subscribers and 34,000 internet customers, down 30,000 and 3,000, respectively, year-over-year.

The company reported its mobile phone churn rate — a metric measuring subscribers who cancelled their services — was 1.09 per cent in the third quarter, up from 1.03 per cent in the third quarter of 2023. That included a postpaid mobile phone churn rate of 0.90 per cent in its latest quarter.

Telus said its focus is on customer retention through its “industry-leading service and network quality, along with successful promotions and bundled offerings.”

“The customers we have are the most important customers we can get,” said chief financial officer Doug French in an interview.

“We’ve, again, just continued to focus on what matters most to our customers, from a product and customer service perspective, while not loading unprofitable customers.”

Meanwhile, Telus reported its net income attributable to common shares more than doubled during its third quarter.

The telecommunications company said it earned $280 million, up 105.9 per cent from the same three-month period in 2023. Earnings per diluted share for the quarter ended Sept. 30 was 19 cents compared with nine cents a year earlier.

It reported adjusted net income was $413 million, up 10.7 per cent year-over-year from $373 million in the same quarter last year. Operating revenue and other income for the quarter was $5.1 billion, up 1.8 per cent from the previous year.

Mobile phone average revenue per user was $58.85 in the third quarter, a decrease of $2.09 or 3.4 per cent from a year ago. Telus said the drop was attributable to customers signing up for base rate plans with lower prices, along with a decline in overage and roaming revenues.

It said customers are increasingly adopting unlimited data and Canada-U.S. plans which provide higher and more stable ARPU on a monthly basis.

“In a tough operating environment and relative to peers, we view Q3 results that were in line to slightly better than forecast as the best of the bunch,” said RBC analyst Drew McReynolds in a note.

Scotiabank analyst Maher Yaghi added that “the telecom industry in Canada remains very challenging for all players, however, Telus has been able to face these pressures” and still deliver growth.

The Big 3 telecom providers — which also include Rogers Communications Inc. and BCE Inc. — have frequently stressed that the market has grown more competitive in recent years, especially after the closing of Quebecor Inc.’s purchase of Freedom Mobile in April 2023.

Hailed as a fourth national carrier, Quebecor has invested in enhancements to Freedom’s network while offering more affordable plans as part of a set of commitments it was mandated by Ottawa to agree to.

The cost of telephone services in September was down eight per cent compared with a year earlier, according to Statistics Canada’s most recent inflation report last month.

“I think competition has been and continues to be, I’d say, quite intense in Canada, and we’ve obviously had to just manage our business the way we see fit,” said French.

Asked how long that environment could last, he said that’s out of Telus’ hands.

“What I can control, though, is how we go to market and how we lead with our products,” he said.

“I think the conditions within the market will have to adjust accordingly over time. We’ve continued to focus on digitization, continued to bring our cost structure down to compete, irrespective of the price and the current market conditions.”

Still, Canada’s telecom regulator continues to warn providers about customers facing more charges on their cellphone and internet bills.

On Tuesday, CRTC vice-president of consumer, analytics and strategy Scott Hutton called on providers to ensure they clearly inform their customers of charges such as early cancellation fees.

That followed statements from the regulator in recent weeks cautioning against rising international roaming fees and “surprise” price increases being found on their bills.

Hutton said the CRTC plans to launch public consultations in the coming weeks that will focus “on ensuring that information is clear and consistent, making it easier to compare offers and switch services or providers.”

“The CRTC is concerned with recent trends, which suggest that Canadians may not be benefiting from the full protections of our codes,” he said.

“We will continue to monitor developments and will take further action if our codes are not being followed.”

French said any initiative to boost transparency is a step in the right direction.

“I can’t say we are perfect across the board, but what I can say is we are absolutely taking it under consideration and trying to be the best at communicating with our customers,” he said.

“I think everyone looking in the mirror would say there’s room for improvement.”

This report by The Canadian Press was first published Nov. 8, 2024.

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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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