Shaw Communications Inc. Acquisition of a Restructured Canwest May 3, 2010
FORWARD LOOKING DISCLAIMER Certain statements included in this presentation concerning Canwest, the acquisition of Canwest and the benefits thereof for Shaw are forward-looking statements. Such forward-looking statements involve risks, uncertainties and other factors which may cause actual results, performance or achievements of Canwest or Shaw to be materially different from performance or achievements expressed or implied by such forward-looking statements. In making such statements we have assumed that required approvals of Canwest s creditors, the applicable courts, the CRTC and the Competition Bureau are received, and that other customary conditions to closing are met. The statements concerning the future performance of Canwest are based on its ability to maintain its recent cost reductions, its ability to execute on its business plans and broader economic conditions, including the demand for television advertising. Statements concerning the benefits to Shaw from acquiring Canwest are based on assumptions concerning Canwest s future performance and our ability to capitalize on opportunities that we have identified. 2
I. Strategic Rationale As the competitive environment intensifies and viewership habits evolve, we believe that ownership of content and various broadband and mobile rights will become more important in the future Customers are trending towards watching and purchasing content across a variety of media platforms (broadband and mobile devices) that fit with their schedules We believe a greater percentage of traditional programming will be viewed in a video-on-demand ( VOD ) format and therefore ownership and access to these rights will be a valuable asset Rights to US network programming is key in developing the business models for these platforms (i.e. VOD) and with the recent regulatory changes in VOD, we will have an opportunity to generate incremental ad or transaction revenue Over-the-top applications (i.e. Global TV website, Hulu etc.) relating to the viewing of traditional broadcasting will become more common in the future and management of content will help mitigate this risk to our core business We believe we can manage the rights to content and create value for all Canadians through innovation and technology advancements 3
I. Strategic Rationale Wireless is a key strategic growth opportunity for Shaw and we believe that we can differentiate a wireless product by integrating our existing services and products on a mobile device, including content As wireless technology continues to evolve and network speeds improve, customers will stream more content onto mobile devices Ownership of content and mobile rights will help develop the platform to deliver and monetize these services in the future Global TV is the second largest broadcast network in Canada and reaches over 98% of the broadcast market (32 million Canadians) Global currently has a significant market share and can provide Shaw with an effective promotional vehicle, which is an important consideration as brand marketing becomes more important across our various product platforms Over the years, Global has substantially improved its programming line-up See appendix A for current programming schedule Global is particularly strong in local news programming in western Canadian markets which aligns well with our footprint Canwest Media Group ( CWMG ) has the leading portfolio of profitable specialty television assets including HGTV, Food and Showcase 4
II. Canwest Acquisition Details Today we announced that we have entered into agreements to buy 100% of a Restructured Canwest ( Canwest or the Company ) Total consideration for the transaction is approximately $2.0 billion and includes approximately $815 million of net debt at the CWMG subsidiary Acquisition includes the entire economic interest of the CWMG subsidiary The transaction will be financed with cash on hand (in excess of $700 million) and our $1 billion operating facility which is currently undrawn The purchase price represents a consolidated multiple of approximately 9.5X EBITDA Canwest has been restructured as a pure play Canadian broadcaster Significant costs have already been removed from the business due to the recapitalization process Canwest business is well positioned for attractive performance as the economy continues to recover and advertising strengthens Publishing assets are not included in a restructured Canwest We are excited about the acquisition and we believe the combination of content with our cable and satellite distribution network, and soon to be wireless service, will position us to continue to be one of the leading entertainment and communications company in Canada 5 The combination provides significant strategic opportunities
II. Canwest Acquisition Details Canwest is comprised of two main subsidiaries including Canadian Television LP, which includes the conventional over-the-air Global assets, and the specialty business in the CWMG (formerly known as Alliance Atlantis) Restructured Canwest Canwest Media Inc. Publishing LP is in a separate restructuring proceeding with its creditors Canadian Television CW Media Group Publishing LP (100%) 6
II. Canwest Acquisition Details On February 12 we publicly announced that we had come to terms with Canwest Global Communications Corp. ( Canwest Global ) and the Ad Hoc Committee of Noteholders regarding our proposed equity investment of $95 million for a 20% economic interest and 80% voting interest of a Restructured Canwest The Board of Canwest Global approved the transaction and the Ontario Superior Court of Justice approved the proposal a week later on February 19 The proposal was subject to a number of factors, including the amendment of the shareholders agreement that was in place with Goldman Sachs and was governing the CWMG subsidiary that holds the specialty assets Over the last number of months we have conducted extensive negotiations with all parties involved in the restructuring process These include discussions with the management of Canwest, the bondholders through the Ad Hoc Committee and Goldman Sachs We believe this process provided us with a unique opportunity to acquire 100% of Canwest and take out the financial investors now The acquisition is attractive from both a strategic and timing perspective 7 Opportunity is a result of the initial agreement to acquire 20% of Canwest A 100% acquisition simplifies the ownership structure, provides Shaw with complete operating control and crystallizes the value paid to Goldman Sachs and the Noteholders
II. Canwest Acquisition Details Canwest is well positioned to benefit from the improving economy and strengthening advertising market with significant restructuring completed Synergies captured between specialty television assets and conventional network We have received indications from all three rating agencies that our current ratings are not affected by this transaction, which will be confirmed in separate releases by the rating agencies The transaction has been approved by Goldman Sachs, the Ad Hoc Committee and the Board of Canwest however it remains subject to a number of conditions, including Canwest creditor and Court approvals The transaction is also subject to regulatory approval from the CRTC and the Competition Bureau The process to achieve these approvals has been initiated We believe that with our support, Canwest will emerge from bankruptcy as a Canadian owned company and a stronger competitor This is the best result for Canwest employees, the economy and a benefit to the ongoing development of the Canadian broadcasting system 8
Appendix A: Overview of Global Programming Foreign Programming Hour Long Drama Foreign Programming Half Hour Comedy (FOX) (FOX) (NBC) (NBC) (FOX) (FOX) (CBS) (CBS)* (FOX)* (FOX) (FOX)* Foreign Programming Reality/Variety (FOX) (FOX) (ABC) (CBS) (NBC) (CW) (CW)* (CBS)* Canadian Programming Foreign Programming Daytime (NBC) (CBS) 9 * New Fall 2009 series