Shaw Communications Sells Hamilton Cable Assets, Option to Purchase AWS Spectrum Licenses

Shaw Communications Inc. SJR ("Shaw" or "the Company") announced today that it has entered into agreements with Rogers Communications Inc. ("Rogers") to sell to Rogers its shares in its Hamilton-based cable operations, Mountain Cablevision Limited ("Mountain Cable"), grant to Rogers an option to acquire Shaw's spectrum licenses for advanced wireless service in British Columbia, Alberta, Saskatchewan, Manitoba and Northern Ontario (the "Spectrum Licenses") and to purchase from Rogers its 33.3% partnership interest in the TVtropolis General Partnership ("TVtropolis"). The consideration payable by Rogers to Shaw for Mountain Cable, the Spectrum Licenses and other transactions described below, net of TVtropolis, is approximately $700 million of which (a) $400 million represents the purchase price for the Mountain Cable transaction ($250 million of which is an up-front deposit to be received today), and (b) $50 million represents the purchase price of the option granted by Shaw to Rogers to acquire the Spectrum Licenses (the "Spectrum Option"). The Company acknowledges that the cash consideration to be received by Shaw with respect to Mountain Cable reflects the value of the bundle of transactions taken together, as well as consideration for timing of cash payments between the parties. Shaw is paying $59 million for the remaining interest in TVtropolis and this will be paid today as a deposit. The final option exercise price for the Spectrum Licenses will be settled in connection with the negotiation over the next several months of the provision of certain services, assets or rights by Shaw to Rogers.