Rogers Communications Battle For Control Reaches Court As Ex-chairman Asks To Validate New Board

Rogers Communications Battle For Control Reaches Court As Ex-chairman Asks To Validate New Board, the vie

VANCOUVER:The battle for control of Rogers Communications Inc has ratcheted up again, as Edward Rogers filed a petition in a Canadian court on Tuesday to validate his reconstituted board, but his mother and sisters swiftly disputed the narrative set out in the legal documents.

Edward Rogers, son of late founder Ted Rogers, has been at odds with his mother and two sisters over who should lead the company after he attempted to remove Chief Executive Officer Joe Natale in late September.

That resulted in Rogers being removed as chairman of Rogers Communications last week. He retaliated by using his position as chair of the Rogers Control Trust, the family-owned entity that owns the majority of shares in the company, to constitute a new board on Sunday, which recognized him as the chairman.

The original board, including his mother and two sisters, named board member John MacDonald as chair and backed Natale.

The family feud playing out in public is a rare occurrence in Canada and has caught analysts and investors by surprise. The stock has dropped more than 6% this week.

In a legal affidavit filed in British Columbia Supreme Court on Tuesday, Edward Rogers said he lost confidence that Natale could lead the company through the acquisition of Shaw Communications, a C$20 billion ($16.1 billion) transaction and the largest deal in RCI’s history.

He also claimed that his mother, fellow board director Loretta Rogers, had supported firing Natale and had made a speech to the board asserting so in late September.

But Loretta Rogers disputed the claims in a statement issued hours after the legal filings, saying that Edward Rogers and board director Alan Horn had given her inaccurate information about Natale’s performance as CEO.

“I regret that I wasn’t able to validate that data with RCI’s independent directors before delivering the statement,” Loretta Rogers said. “However, as soon as I was able to confer with the independents and develop a more complete and unbiased perspective on the issue, I reversed course.”

She added that she and her two daughters – Melinda Rogers-Hixon and Martha Rogers, also on the board – “fully and unequivocally support Joe and believe he is the right CEO to lead RCI and successfully complete the Shaw transaction.”

John MacDonald, chair of Rogers Communications’ board, said in a statement said that Edward Rogers’ “unfortunate and one-sided view of events does not represent what actually took place during our board deliberations.”

“Any suggestion that the board had pervasive and serious performance concerns at Rogers are utterly false, especially in the context of a business that had been materially and disproportionately impacted by the pandemic.”

MacDonald added that the first time any issues with Natale’s performance were raised “was when the Chair of the Trust initiated this unfortunate series of events.”

MacDonald also pushed back on Edward Rogers’ assertion that the board had voted to remove Natale as CEO, stating that this was untrue.

“There are several critical and material items that are categorically false in the Chair of the Trust’s affidavit and I plan to fully set the record straight when given the opportunity through the court process,” he said.

Rogers shares dropped 0.4% on Tuesday, adding to Monday’s fall of more than 6% as analysts cut the price target, saying the ongoing strife within the family would be a distraction to the management. The stock is down 5% so far this year, compared with 16.2% gains in rival BCE Inc and an 11.4% rise in Telus.

The Ontario Securities Commission has sought clarification from Edward Rogers about the uncertainty sparked by the row, Globe & Mail newspaper reported on Tuesday. OSC declined to comment.

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