On the morning of September 2, 2020, Altice USA, Inc. (“Altice USA”) (NYSE: ATUS) announced that it had presented an offer to Cogeco Inc. (“CGO”) and Cogeco Communications Inc. (“CCA”, together with CGO, “Cogeco”) to acquire 100% of the issued and outstanding shares of Cogeco. Altice USA announced that it had also entered into an arrangement to sell all the Canadian assets of Cogeco to Rogers Communications Inc. (“Rogers”) (TSX:RCI.A and RCI.B, NYSE: RCI), Cogeco’s largest long-term shareholder with a significant presence in Quebec, if its transaction with Cogeco is completed. Upon completion of the overall transaction, Altice USA would own all the U.S. assets of Cogeco, namely Atlantic Broadband.
On the evening of September 2, 2020, the Cogeco boards of directors announced that they rejected the proposal.
“We strongly believe that we presented a very attractive offer – one that would reward all Cogeco shareholders with a significant premium – and we stand by that offer. We remain committed to pursuing this transaction and are open to engaging with shareholders and the boards in a constructive dialogue,” both Altice and Rogers commented. The aggregate all-cash consideration offered for all of the outstanding shares of CGO and CCA, including those owned by Rogers, is approximately C$10.3 billion (US$7.8 billion). This includes approximately C$4.8 billion (US$3.6 billion) to be paid by Altice USA for the U.S. assets.
All the multiple voting shares of CGO are held in a company controlled by Mr. Louis Audet, the Executive Chairman of Cogeco, and members of the Audet family. Given the position of the controlling shareholder, its support is necessary to complete a transaction, and as such the Altice USA offer includes a sizeable premium on those shares. Specifically, the offer includes C$800 million (US$612 million) to the Audet family for their ownership interests, which include 100% of the multiple voting shares of CGO (“CGO MVS”) and approximately 0.9% of total outstanding CGO subordinate voting shares (“CGO SVS”).
The offer also includes C$106.53 per share for the remaining CGO SVS and C$134.22 per share for each CCA subordinate voting share (“CCA SVS”). These offer prices represent a significant premium of 30% to each stock’s 1-month (August 2020) volume weighted average price (VWAP) on the Toronto Stock Exchange (the offer prices also represent a 36% premium for CGO SVS and 37% premium for CCA SVS to the August 31, 2020 closing prices).
Dexter Goei, Chief Executive Officer of Altice USA said: “We greatly respect and appreciate the legacy the Audet family has created with Cogeco, building an iconic company across Canada and the U.S. that is driven by superior customer service and continuous investments in technology. We are pleased to present this very attractive offer for Cogeco, and are confident that Mr. Audet and the Cogeco boards will act in the best interest of all shareholders and fairly evaluate this offer. We look forward to the opportunity to extend Altice USA’s high-quality broadband, video, mobile, and news offerings to more than 1.1 million additional homes and businesses.”
Atlantic Broadband is currently the 9th largest cable operator in the U.S, providing residential and business customers with broadband, video and telephony services in Connecticut, Delaware, Florida, Maine, Maryland, New Hampshire, New York, Pennsylvania, South Carolina, Virginia and West Virginia.
As part of Altice USA, Atlantic Broadband would benefit from enhanced scale, operating efficiencies and further investment support that are at the core of the Altice business model and strategy. Altice USA’s commitment to innovation, best-in-class services, long-term network investments and customer service creates significant benefits and long-term value for customers, employees and shareholders.
The all-cash offer by both Altice USA and Rogers is subject to a short period to complete confirmatory due diligence, entrance into definitive transaction agreements with Cogeco and the receipt of customary shareholder, corporate and regulatory approvals. Rogers and Altice USA are confident that if the offer is accepted, the transaction will receive all required regulatory approvals on a timely basis. Altice USA anticipates closing the transactions within six to nine months after signing definitive agreements, following receipt of necessary approvals.
This offer is in line with Altice USA’s previously stated objective to opportunistically grow through value-accretive acquisitions. The acquisition of Atlantic Broadband, if consummated, would allow Altice USA to build on its success with prior cable acquisitions in the United States and expand its operations across 11 states on the east coast of the United States, adjacent to its existing Optimum and Suddenlink footprints. It would also represent the fourth acquisition by Altice in the cable sector in the U.S. market following the successful acquisitions and integrations of Cequel Corporation (“Suddenlink”) on December 21, 2015, Cablevision Systems Corporation (“Optimum”) on June 21, 2016, and most recently, Service Electric Cable T.V. of New Jersey, Inc. on July 14, 2020.