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Rogers Communications to Strengthen Core Business through Strategic Transactions with Shaw Communications

January 14, 2013

News Releases

Rogers to secure option to purchase AWS spectrum in 2014;

Expands cable operations by acquiring Hamilton Cable Assets;

Sale of minority interest in TVtropolis

TORONTO, Jan. 14, 2013 /CNW/ – Rogers Communications announced today
that it has signed agreements with Shaw Communications to secure an
Option to purchase Shaw’s AWS spectrum holdings in 2014, and to acquire
Shaw’s cable system in Hamilton, Ontario – Mountain Cablevision Limited
(“Mountain”).  Shaw will also acquire Rogers’ one-third interest in
TVtropolis and will enter into negotiations with Rogers for the
provision of certain services in Western Canada. Rogers net cash
investment is expected to total approximately $700 million once all
aspects of the transactions are completed.

“The agreements will benefit businesses and consumers across the country
and fit squarely within our focused, strategic game plan,” said Nadir
Mohamed, President and Chief Executive Officer. “We’re investing in
spectrum to ensure our customers continue to enjoy the incredibly fast
speeds and throughput they crave, while ensuring our continued network
leadership. We’re also strengthening our Cable portfolio by acquiring a
valuable cable business which complements our existing Ontario cable
system allowing us to deliver even more value for our customers and
shareholders.”

Data usage is exploding and additional wireless spectrum is needed to
meet this growing demand by consumers and businesses for mobile
Internet services. The acquisition of Shaw’s unused spectrum will
ensure Rogers maintains its network leadership position, particularly
in Western Canada where Rogers has a significant share of the wireless
market. Shaw’s AWS spectrum holdings cover 188 million MHz POPs
including 20 MHz across B.C., Alberta and Manitoba and 10 MHz in select
B.C., Alberta, Saskatchewan and Northern Ontario markets.  Under this
agreement Rogers has acquired an option to purchase this spectrum and
the option may be exercised only following receipt of Industry Canada
and Competition Bureau approval.  If approved by Industry Canada and
the Competition Bureau, the purchase of the spectrum following an
exercise of the option would likely take place in late 2014.

The acquisition of Mountain expands Rogers cable business in the
southern Ontario area and is immediately adjacent to its already highly
clustered cable network. This acquisition will allow Rogers to drive
synergies through increased product penetration of its wireless
services, as well as through cost efficiencies.  Mountain delivers a
full bundle of advanced cable television, Internet and telephony
services over its recently upgraded hybrid fiber coax network. The
Cable transaction is expected to close in the first half of 2013,
pending regulatory approvals.

TVtropolis is a specialty TV network seen across Canada, specializing in
bringing viewers some of the most widely watched shows ever broadcast.
This sale will provide Shaw with 100 percent ownership of TVtropolis
and, under the terms of the agreement, Rogers will continue to have
access to TVtropolis content for broadcast to all of its cable
subscribers. The sale of TVtropolis is expected to close in the first
half of 2013, pending regulatory approval.

The cash consideration for the transactions includes a $250 million
deposit for Mountain, as well as a $50 million payment for the Option
to purchase the spectrum holdings. Upon the closing of the Mountain
component, total cash consideration of $400 million will have been paid
in respect of this cable business – an amount that includes not only
the value of Mountain, but also takes into consideration the value of
the bundle of transactions taken together, as well as consideration for
the timing of cash payments between the parties. Rogers will receive
$59 million for the sale of TVtropolis, to be received as a deposit on
today’s signing of agreements. Final consideration for the spectrum
will be payable if Rogers exercises its Option and the spectrum
licenses are acquired, and will take into account the terms of the
services agreement  between Rogers and Shaw. The Option will be
exercisable from the date on which regulatory approvals permit such
exercise and the transfer of the spectrum licenses until expiry in
March 2015, subject to extension in certain circumstances. The
transactions are not conditional on the closing of any other
transactions and remain subject to customary conditions, including
applicable regulatory approvals as referred to above.

Caution Regarding Forward-Looking Statements, Risks and Assumptions:

This release includes “forward-looking information” within the meaning
of applicable securities laws and assumptions concerning the
acquisition of wireless spectrum and cable assets and sale of a
specialty TV property minority interest as detailed above.  We caution
that all forward-looking information is inherently subject to change
and uncertainty and that actual results may differ materially from
those expressed or implied by the forward-looking information. A number
of risks, uncertainties and other factors could cause actual results
and events to differ materially from those expressed or implied in the
forward-looking information or could cause our current objectives,
strategies and intentions to change, including but not limited to
various regulatory approvals. Many of these factors are beyond our
control and current expectation or knowledge. Should one or more of
these risks, uncertainties or other factors materialize, our
objectives, strategies or intentions change, or any other factors or
assumptions underlying the forward-looking information prove incorrect,
our actual results and our plans could vary significantly from what we
currently foresee. Accordingly, we warn investors to exercise caution
when considering statements containing forward-looking information and
that it would be unreasonable to rely on such statements as creating
legal rights regarding our future results or plans. We are under no
obligation (and we expressly disclaim any such obligation) to update or
alter any statements containing forward-looking information, the
factors or assumptions underlying them, whether as a result of new
information, future events or otherwise, except as required by law. All
of the forward-looking information in this earnings release is
qualified by the cautionary statements herein.

About the Company:

Rogers Communications is a diversified Canadian communications and media
company. We are engaged in wireless voice and data communications
services through Wireless, Canada’s largest wireless provider. Through
Cable, we are one of Canada’s leading providers of cable television
services as well as high-speed Internet access and telephony services.
Through Media, we are engaged in radio and television broadcasting,
televised shopping, magazines and trade publications, and sports
entertainment. We are publicly traded on the Toronto Stock Exchange
(TSX: RCI.A and RCI.B) and on the New York Stock Exchange (NYSE: RCI).
For further information about the Rogers group of companies, please
visit www.rogers.com.

SOURCE: Rogers Communications Inc.