Rogers Communications Sees Ousted Chairman Look To Restructure Board Through Control Trust

It appears that there is a battle for control raging at one of Canada’s largest media providers. Last night, Rogers Communications (TSX: RCI) announced that John A MacDonald would become the chairman of the company, with Edward Rogers being push to the role of a director rather than Chairman. Rogers, however, evidently was not a fan of this action.

The push reportedly follows a failed attempt by Rogers to oust the firms CEO, as reported by The Canadian Press, with Rogers attempting to place former CFO Tony Staffieri into the role, before his departure from the firm last month.

Now however, Rogers is looking to take control of the entire organization via different means. A report was issued last night by Rogers, whom is Control Trust Chair of Rogers Control Trust, indicating that he “intends to make changes to the Board of Directors of Rogers Communications.”

Within, Rogers revealed he is looking to remove five independent directors from Rogers board, including John Clappison, David Peterson, Bonnie Brooks, Ellis Jacob, and finally, John MacDonald, whom took over his role. The trouble with this for Rogers Communications’, is that it appears he has the power to do so.

The resolution filed by Edward appears to be effective after a it has been delivered to Class A Voting Share holders, whom then must approve the resolution with approval from at least 66.6% of holders. Rogers Control Trust currently holds 97.53% of the Class A shares, effectively giving Ed Rogers full control.

The reconstituted board, which will see the appointment of Michael Cooper, Jack Cockwell, Jan Innes, Ivan Feccan and John Kerr, is expected to occur yet this month, with the required resolution expected to be completed by the end of day today.

The Rogers Communications board of directors currently has 14 members, which include Edward’s mother, as well as two of his sisters.

Rogers Communications for its part put out a release this morning, commenting that the firm is “not aware of this mechanism ever having been utilized in respect of a public company in Canada.” However, it appears that the managements team’s hands are effectively tied in the current scenario.

Therefore, the writing appears to be on the wall for Joe Natale, the firms current CEO, whom Rogers is evidently looking to remove via any means possible.

Rogers Communications Class B shares last traded at $60.19 on the TSX.

Information for this briefing was found via Sedar and the companies mentioned. The author has no securities or affiliations related to this organization. Not a recommendation to buy or sell. Always do additional research and consult a professional before purchasing a security. The author holds no licenses.

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