Rogers-Shaw lawyers could nab bigger share of C$100 mln-plus fee jackpot

TORONTO, Feb 20 (Reuters) – As Rogers Communications’ (RCIb.TO) prolonged-delayed takeover of Shaw Communications Inc (SJRb.TO) nears its final hurdle, bankers, lawyers and shareholder advisors are planning to at last pocket a C$100 million-plus ($75 million) rate from the bitterly contested offer.

And in a unusual twist, the attorneys are expected to pocket much more of the complete costs than the bankers, who generally profit the most from outsized transactions, say resources. The deal is between the most significant charge situations in Canadian M&A history, and a supply familiar with the situation instructed Reuters it would land banking companies included with 5{e538325c9cf657983df5f7d849dafd1e35f75768f2b9bd53b354eb0ae408bb3c} to 10{e538325c9cf657983df5f7d849dafd1e35f75768f2b9bd53b354eb0ae408bb3c} of their annual expense banking expenses.

The C$20 billion deal, which will make Canada’s No. 2 telecoms operator, has passed all legal hurdles soon after the Competitiveness Tribunal objected on worries that involved the merger would elevate wireless fees in Canada, already the highest in the environment.

After battling for two many years in the courts, the antitrust company determined to consider its objections no additional lawfully and the merger now awaits ultimate nod from Minister of innovation, science and market Francois-Philippe Champagne.

Rogers and Shaw estimated in April 2021 that the transaction would charge C$100 million in overall expenses, but some bankers and attorneys now anticipate the payout to be larger thanks to the lengthy courtroom fight. Rogers declined to supply revised figures.

While legislation companies sometimes negotiate fastened fees on transactions, market contributors said such promotions would be not likely on transactions that confronted the sum of legal uncertainty of Rogers-Shaw. Back again when the offer was introduced, it was not known that Rogers would deal with a much more than two-calendar year struggle for regulatory acceptance, racking up lawyer expenses, who are paid out by the hour.

“Owing to the lengthy approval procedure, the lawful teams are possible to acquire the bulk of these expenses, which is not common,” mentioned Derek Van der Plaat, a running director at BDO Canada, M&A and Money Markets.

The Rogers-Shaw deal is expected to be the tenth-major offer in Canadian historical past given that 1995, according to details from Dealogic.

Legislation companies Lax O’Sullivan Lisus Gottlieb represented Rogers, whilst Davies Ward Phillips & Vineberg and Wachtell are lawyers for Shaw.

Independence SALE

Regulation firms Goodmans and Torys advised Rogers and its managing shareholder, although Davies Ward Phillips and Vineberg and Wachtell, Lipton Rosen and Katz represented Shaw. Burnet, Duckworth and Palmer is an impartial lawful advisor to a distinctive committee of independent directors of Shaw.

None of the law corporations responded to Reuters queries on the authorized fee.

Rogers retained BofA Securities and Barclays as economic advisors though Shaw was recommended by TD Securities (TD.TO) and CIBC Entire world Markets Inc (CM.TO) for its unique committee.

A spokesperson for Barclays declined to comment and TD, CIBC and BofA did not respond to requests for comment.

Though much less fee transparency laws in Canada make details more challenging to come by, an additional top rated 10 Canadian deal was EnCana Corp’s $22.4 billion spin out of its oil sands operations into Cenovus Electricity Inc (CVE.TO) in 2009, which fetched $265 million on a right before-tax basis in complete costs, documents submitted with the U.S. regulator confirmed.

Rogers agreed to market Shaw’s mobile device Liberty Cell to Quebecor Inc (QBRb.TO) as a concession just after the competition bureau blocked the original offer, which made a different charge stream. Bennett Jones represented Quebecor at the Levels of competition Tribunal.

Rogers and Shaw on Friday prolonged the closing deadline for the fourth time to March 31.

($1 = 1.3329 Canadian pounds)

Reporting by Maiya Keidan and Divya Rajagopal
Editing by Denny Thomas and Josie Kao

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