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Top lawyer calls lack of scrutiny in Torstar sale 'very disappointing' – BNN

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He’s by no means throwing in the towel in the fight against a proposed privatization of Torstar Corp., but one of Canada’s top securities lawyers said he was disappointed by the reception he received from Ontario Securities Commission regulators last week.

Joseph Groia, a Toronto-based securities lawyer and former OSC director of enforcement who currently represents two of the newspaper publisher’s aggrieved shareholders, told BNN Bloomberg he was dismayed by the reaction in that meeting after presenting his view on how the sale suffers from a lack of disclosure that could hurt Torstar’s minority shareholders ahead of a vote scheduled for Tuesday. 

“We outlined for them the concerns of a number of Torstar shareholders and it’s fair to say the commission’s reaction is that we could either go to court or perhaps do something on our own,” Groia said in an interview with BNN Bloomberg Monday.

“On behalf of all investors in Canadian capital markets, that’s a very disappointing reaction from Canada’s leading securities regulator.”

Groia’s comments come amid multiple letters to the regulator from stakeholders who are urging it to intervene in the sale of the 128-year-old publisher to Nordstar Capital Inc., with a former senior Torstar executive and the head of the Ontario New Democratic Party among the latest to chime in.  

NordStar, a firm led by businessman Jordan Bitove, former Fairfax Financial Holdings Ltd. president Paul Rivett and former Ontario premier David Peterson, raised its offer for Torstar to 74 cents per share earlier this month from the previous offer of 63 cents per share after another proposal surfaced. 

That rival approach came from Canadian Modern Media Holdings Inc., a firm led by Avesdo chief executive officer Tyler Proud, and valued Torstar at 80 cents per share as well as an additional 50 cents per share from contingency payments tied to future asset sales.

While Nordstar’s sweetened bid won the backing of a Fairfax subsidiary as well as trustees of the Torstar Voting Trust, some of the newspaper chain’s investors were upset that the rival unsolicited option was left on the sidelines.  

Ontario NDP leader Andrea Horvath said the OSC should hold a hearing to consider whether the rights of minority investors have been respected and protected in the proposed sale, she wrote in a letter to OSC chair Grant Vingoe that was obtained by BNN Bloomberg.

“A hearing would bring transparency to the process and would help to ensure that the rights of minority investors are fully respected and protected. As you know, Torstar has a unique ownership structure, which leaves these minority investors particularly vulnerable,” Horvath wrote in the letter.

An OSC spokesperson said Monday that a hearing would only take place if the regulator’s Office of the Secretary issues a notice for one to be held. 

Patrick Collins, a former Torstar executive vice-president, said in a letter submitted to the OSC on July 17 that Fairfax’s actions have “shaken my trust in the financial oversight in Canada as the self-dealing and abuse of power is there for all to see.” Fairfax owns approximately 40 per cent of Torstar, according to Bloomberg data. Collins told BNN Bloomberg that he owns approximately 1.1 million shares in the company.

His complaint centres on Rivett’s association with the NordStar group, which came shortly after he stepped down from his role as a senior Fairfax executive where he was the financial service firm’s “point person” for Torstar’s sale process, initiated by the publisher’s board in September 2019, according to a management circular. 

“I don’t know if Fairfax or Torstar shareholders should be the most outraged by this self-dealing,” wrote Collins in his complaint to the OSC. “Mr. Rivett had a fiduciary responsibility to Fairfax shareholders and by working with Mr. Bitove he placed his interests ahead of the shareholders who trusted him to look after their interests with the full consent of Prem Watsa.”

Collins added that Torstar’s shareholders “have the right to know the truth and not be railroaded into a sale of their shares at a significant discount to their value.”

“There is nothing about this deal that passes the smell test and the OSC should use its powers to do right by all shareholders,” he said.

Bitove said in an email to BNN Bloomberg that “NordStar is looking forward to a bright future as the owner of Torstar. We are confident of the process that has gotten us here.” A spokesperson for Nordstar did not make Rivett available for comment.

Peterson ​told BNN Bloomberg on Friday that the NordStar bid “has been totally transparent​.” 

A representative from Fairfax wasn’t immediately available to comment on Collins’ complaint to the OSC.

After Tuesday’s vote, Groia said investors may have one final opportunity to express their concerns about the sale during a hearing Thursday at the Ontario Superior Court where a judge will decide whether or not to approve the deal.

“I hope a court at least is going to be asked to take a good hard look to see how solid [NordStar’s] offer was and how Torstar handed it when it came in,” Groia said.  ​

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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.

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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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