The Securities Commission granted an exemption to Shaw Communications Inc. from the requirement to provide prospectus-level disclosure, including pro forma financial statements, in an information circular related to the proposed acquisition of its shares by Rogers Communications Inc. through a plan of arrangement. The exemption was based on the fact that public shareholders would only receive cash and not shares of the acquiring entity, making the detailed financial information about Rogers irrelevant for their decision-making. The exemption was supported by National Instrument 51-102 Continuous Disclosure Obligations, and the decision was made by the Alberta Securities Commission as the principal regulator, with reliance on subsection 4.7(1) of Multilateral Instrument 11-102 Passport System in other Canadian jurisdictions. The transaction also required approval from the shareholders, excluding certain votes as per Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions. The Shaw Family Trust, a significant shareholder, had already made its investment decision and acknowledged that it did not require prospectus-level disclosure from Rogers. The exemption was conditional upon the information circular meeting other disclosure requirements and stating that the exemption had been granted.
