Rogers to buy Shaw for $26 billion — but will regulators agree?

There are days you think Canada’s media and telecom industries are about as converged as they can be. And then another megatransaction gets announced that you think couldn’t possibly be approved by the government. And then it is.
Transactions like Bell buying Astral Media, Bell buying MTS, Rogers buying Mobilicity, Postmedia buying Sun Media, and all the other transactions that brought us to this point.
So the news that Shaw has agreed to a $26-billion sale to Rogers maybe shouldn’t come as quite a shock. But as the government professes to be pro-consumer, particularly when it comes to wireless services, can we really expect this deal to be approved?
Here are the stumbling blocks the companies will have to get over:
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[*]Freedom Mobile. In Ontario, Alberta and B.C., Freedom is the fourth large wireless carrier, the last surviving one from that era of increased competition after Mobilicity and Public Mobile were scooped up by the big three. Rogers, which is already Canada’s largest mobile provider, apparently believes it can just keep Freedom as part of the deal, with nothing more than a promise that it won’t raise prices for three years. If the federal government is to be taken seriously on wireless competition, it can’t possibly let that stand. It could force Rogers to sell Freedom to some other party (Quebecor? Xplornet? Cogeco? Some random rich guy?), or it could come to some agreement where Rogers sheds just enough Freedom customers to another party, like Bell did when it bought MTS.

[*]Corus. Shaw and Corus are separate companies, with separate boards of directors and different shareholders, but both are controlled by the Shaw family. The CRTC treats them as if they’re the same for competition reasons. The issue here is that, as part of the transaction, the Shaw family gets two seats on the Rogers board. That doesn’t give them control of Rogers, but does it present enough of a competition concern to warrant increased scrutiny?

[*]Cable and satellite. Because Shaw and Rogers have essentially split the country geographically, with Shaw serving western Canada and Rogers serving eastern Canada, there’s not much overlap in terms of wired coverage to deal with. But these are still big companies. Shaw has 1.4 million cable TV subscribers and more than 600,000 satellite TV subscribers, making almost $4 billion in annual revenue on TV services alone. Add that to Rogers’s 1.5 million TV subscribers and $3.5 billion revenue, and you get a company 30% larger than Bell on that front. That’s a change in dynamic in bargaining position when, say, negotiating carriage contracts with TV services. There’s also the fact that if Rogers buys Shaw’s satellite service, that’s one less TV service option for subscribers in Rogers territory. They go from having to choose between Rogers, Bell Fibe/satellite and Shaw Direct to having to choose between Rogers and Bell alone.

[*]Sheer size. Rogers has $15 billion in annual revenue. Shaw has $5 billion. Combined, they still fall short of Bell’s $24 billion, but not by much. No doubt Rogers will use the need to compete against Bell as an argument for approving the transaction, because the only way to fight ownership consolidation is more ownership consolidation.

[*]Jobs. Rogers has promised to create 3,000 “net new jobs” in western Canada as part of the deal. But it also says “synergies are expected to exceed $1 billion annually within two years of closing.” I’m curious what synergies can be achieved without cutting any jobs.

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Mobile service seems like the only potential dealbreaker here, unless there are some minor assets that compete directly that would also need to be divested. Rogers would probably be fine ditching Freedom if that was a condition of approval.
Will political and regulatory forces accept such a deal? We’ll have to see. Recent experience suggests they probably will, and companies don’t go through this kind of trouble if they don’t think a deal can succeed. (At least that’s what I’d like to say, but Rogers’ proposed purchase of Cogeco fell flat, so…)

The Canadian Radio-television and Telecommunications Commission today begins a five-day hearing into the proposed purchase of Shaw Communications by Rogers. You can follow a live stream online and see the agenda here.
While there are a lot of competition-related concerns about this purchase, and particularly how it will remove a fourth wireless provider in Ontario, Alberta and British Columbia, the CRTC’s concern in all this is somewhat narrow. Its permission isn’t needed for a wireless, internet or telephone provider to buy another. (The Competition Bureau and Innovation, Science and Economic Development Canada will undertake their own proceedings to evaluate those concerns, and their approval is also needed before the transaction can proceed.)
Instead, the CRTC’s permission is only required for the transfer of broadcasting assets. Shaw sold its television and radio assets to Corus in 2016, leaving the following:

• Its licences for television distribution, including Shaw Cable the Shaw Direct satellite TV service
  
  
• Its licences for community television channels tied to those cable distributors
  
  
• Its licences for video on demand and pay-per-view services tied to those cable distributors (Rogers is not acquiring these as it has its own licences)
  
  
• Its licence for a satellite broadcasting distribution relay service, which provides TV signals to other providers
  
  
• Its stake in CPAC
  
  

Competition issues will be brought up in discussion of those points. For example, under this deal Rogers would get two thirds ownership of CPAC, giving it effective control (Videotron, Cogeco and Eastlink are also minority owners).
But an issue that hasn’t gotten much attention (besides from the Globe and Mail and a few others) is what this means for Global News.
You see, back in 2017 when the CRTC decided to screw over community television, it put in place a new subsidy system whereby large TV providers can redirect some of the money they would have spent on community television and instead send it to affiliated local TV stations to use for local news. Rogers could give some money to Citytv, Bell could give some money to CTV, Videotron could give some money to TVA, and Shaw could give some money to Corus. Though Shaw and Corus are separate companies, they are both ultimately controlled by the Shaw family, so for the CRTC’s purposes they’re related.
Once Rogers acquires Shaw, it will take the money that went to Corus for Global News and instead redirect it to Citytv stations.
According to CRTC filings, $8.8 million from Shaw Cable and $4.2 million from Shaw Direct were sent to Global for “locally reflective news programming” in 2019-20, for a total of about $12.9 million. That represents about 12 per cent of the $106 million Corus spent on local news in 2019-20.