On April 3, 2023, Quebecor and Shaw announced that Videotron, Quebecor’s wholly owned subsidiary, had completed its acquisition of Freedom Mobile.
Two kinds of service
In its report for the year ended December 31, 2023, Rogers described long-term arrangements to supply services, through Rogers or its subsidiaries, to Quebecor or its subsidiaries. These included third-party Internet access and certain transport services.
Separately, Rogers reported that it and Quebecor were providing each other with customary transition services as necessary: supporting Freedom and Shaw Mobile operations for a period after closing, and separating Freedom from Shaw’s other operations.
Shaw Mobile-branded subscribers were excluded from the Freedom sale and acquired by Rogers. The transition relationship therefore ran in both directions.
Planning the separation
Section 4.24 of the August 12, 2022 agreement, furnished in April 2023, required cooperative commercially reasonable efforts, where legally permitted. Planning and implementation were to begin promptly from the agreement date and continue until the respective transition agreement terminated or expired.
The objectives, promptly after closing, ran both ways: help the buyer and Freedom entities operate independently of the seller parties, their affiliates and the Transition Services Agreement; and help Rogers and its subsidiaries migrate away from reliance on the Reverse Transition Services Agreement.
These were undertakings, not evidence of completed separation. The passages do not establish service end dates.
Three questions for your sale
What continues? Identify the commercial services intended to remain after ownership changes.
Who depends on whom? Map transitional support in each direction.
What ends the dependency? Ask for the agreed migration steps and evidence needed to confirm the endpoint.
For general information and education, not legal, tax, investment or valuation advice. Reported transactions do not predict your business’s value, financing terms or sale outcome. Consult qualified advisers about your situation.
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