Cogeco Communications Announces Q3 2025 Financial Results and Canadian Wireless Launch Français
Canadian wireless launch underway, with a first cohort of users already on the service and expansion into 12 Canadian markets over the coming weeks.
Updated fiscal 2025 financial guidelines reflect lower revenue, stable adjusted EBITDA, lower net capital expenditures and higher free cash flow compared to previously issued financial guidelines.
MONTRÉAL, July 15, 2025 /CNW/ - Today, Cogeco Communications Inc. (TSX: CCA) ("Cogeco Communications" or the "Corporation") announced its financial results for the third quarter ended May 31, 2025.
"Our financial results for the third quarter of fiscal 2025 were notable for our strong Canadian Internet subscriber loading, efficiencies-driven margin expansion and significant free cash flow," stated Frédéric Perron, President and CEO. "We are deeply excited to ramp up our wireless customer base in Canada over the coming weeks, adding to our prior launch of a similar service in the U.S. last year. Wireless will become a powerful tool to retain and grow our North American wireline customer base over time.
"We already have a first cohort using the wireless service and are progressively expanding to cover 12 Canadian markets (Alma, Magog, Rimouski, Saint-Georges, Saint-Hyacinthe, Saint-Sauveur and Trois-Rivières in Québec, and Brockville, Chatham, Cobourg, Cornwall and Welland in Ontario) over the coming weeks, in anticipation of a full geographic deployment in the fall season.
"We continued to solidly grow our Canadian Internet customer base for yet another quarter. While we experienced higher-than-usual customer losses in the U.S., this was partially caused by a few temporary factors. We are implementing several go-to-market enhancements as part of our transformation, and are confident that our U.S. customer trends will improve as these initiatives are executed over the coming quarters."
Consolidated financial highlights
Operating results
For the third quarter of fiscal 2025 ended on May 31, 2025:
Revenue decreased by 2.7% to $730.7 million. On a constant currency basis (2), revenue decreased by 4.1%, mainly explained as follows:
American telecommunications' revenue decreased by 3.5%, or 6.6% in constant currency, mainly due to a decline in our subscriber base, especially for entry-level services, and to a higher proportion of customers subscribing to Internet-only services.
Canadian telecommunications' revenue decreased by 1.8%, mainly due to a lower revenue per customer as a result of a decline in video and wireline phone service subscribers as an increasing proportion of customers subscribe to Internet-only services, as well as a competitive pricing environment, partly offset by the cumulative effect of high-speed Internet service additions over the past year.
Adjusted EBITDA decreased by 0.9% to $362.4 million. On a constant currency basis, adjusted EBITDA decreased by 2.4% mainly due to lower revenue in both the American and Canadian telecommunications segments, offset in part by lower operating expenses driven by cost reduction initiatives and operating efficiencies across the Corporation as a result of our ongoing three-year transformation program.
American telecommunications' adjusted EBITDA decreased by 0.5%, or 3.7% in constant currency.
Canadian telecommunications' adjusted EBITDA decreased by 1.5%, or 1.3% in constant currency.
Profit for the period amounted to $73.3 million, of which $69.9 million, or $1.64 per diluted share, was attributable to owners of the Corporation compared to $76.3 million, $70.4 million, and $1.67 per diluted share, respectively, in the comparable period of fiscal 2024. The decreases in profit for the period and profit attributable to owners of the Corporation resulted mainly from higher depreciation and amortization expense, financial expense and income tax expense, as well as lower adjusted EBITDA, partly offset by lower acquisition, integration, restructuring and other costs.
Adjusted profit attributable to owners of the Corporation (3) was $77.2 million, or $1.82 per diluted share (3), compared to $103.6 million, or $2.45 per diluted share, last year.
Net capital expenditures were $125.5 million, a decrease of 25.5% compared to $168.4 million in the same period of the prior year. In constant currency, net capital expenditures (2) were $123.3 million, a decrease of 26.8% compared to last year, mainly due to operational efficiencies, lower spending in the Canadian telecommunications segment, partially due to the timing of certain initiatives, as well as lower spending in the American telecommunications segment, mostly due to lower construction activity.
Net capital expenditures in connection with network expansion projects were $13.3 million ($13.2 million in constant currency) compared to $24.4 million in the same period of the prior year. Excluding network expansion projects, net capital expenditures were $112.2 million, a decrease of 22.1% compared to $144.0 million in the same period of the prior year. In constant currency, net capital expenditures, excluding network expansion projects (2) were $110.1 million, a decrease of 23.5% compared to last year.
Fibre-to-the-home network expansion projects continued, mostly in Canada, with the addition of close to 9,500 homes passed during the third quarter of fiscal 2025.
Capital intensity was 17.2% compared to 22.4% last year. Excluding network expansion projects, capital intensity was 15.4% compared to 19.2% in the same period of the prior year.
Acquisition of property, plant and equipment decreased by 26.4% to $125.9 million, mainly resulting from lower spending.
Free cash flow (1) increased by 63.2%, or 61.5% in constant currency, and amounted to $143.9 million, or $142.4 million in constant currency (2), mainly due to lower net capital expenditures and acquisition, integration, restructuring and other costs, offset in part by higher financial expense, lower adjusted EBITDA and higher current income taxes. Free cash flow, excluding network expansion projects (1) increased by 39.6%, or 38.2% in constant currency, and amounted to $157.2 million, or $155.6 million in constant currency.
Cash flows from operating activities increased by 20.1% to $400.8 million, mostly due to higher cash from other non-cash operating activities, and lower income taxes paid, partly offset by higher interest paid.
At its July 15, 2025 meeting, the Board of Directors of Cogeco Communications declared a quarterly eligible dividend of $0.922 per share, an increase of 8.0% compared to $0.854 per share in the comparable quarter of fiscal 2024.
FISCAL 2025 REVISED FINANCIAL GUIDELINES
Cogeco Communications has revised its fiscal 2025 financial guidelines as issued on October 31, 2024 for revenue, net capital expenditures, capital intensity and free cash flow. Adjusted EBITDA projections remain the same as previously disclosed. The Corporation expects additional pressure on its revenue, particularly in the United States, driven by increased competition. As part of its three-year transformation program, the Corporation has initiated several cost reduction initiatives and operating efficiencies across the organization in order to minimize the revenue impact on adjusted EBITDA. Additionally, net capital expenditures are expected to be lower than under the previous financial guidelines, partially resulting from operational efficiencies following the combination of the Canadian and U.S. management teams.
Consequently, compared to fiscal 2024, on a constant currency and consolidated basis, we are lowering Cogeco Communications' revenue projections for fiscal 2025 to a low single digit decline, while adjusted EBITDA is expected to remain stable. In addition, due to some better-than-anticipated transformation-related cost savings and lower expected net capital expenditures, we are increasing the Corporation's free cash flow financial guidelines, from a decrease compared to fiscal 2024 to a stable free cash flow, while reducing net capital expenditures and capital intensity projections.
(1)
Percentage of changes compared to fiscal 2024.
(2)
Fiscal 2025 financial guidelines are based on a USD/CDN constant exchange rate of 1.3606 USD/CDN.
(3)
The assumed current income tax effective rate is approximately 11.5% (14% under the previous financial guidelines).
These financial guidelines, including the various assumptions underlying them, contain forward-looking statements concerning the business outlook for Cogeco Communications, and should be read in conjunction with the "Forward-looking statements" section of this press release.
Change in
constant
currency
Change in
constant
currency
Three and nine months ended May 31
2025
2024
(1)
Change
(2)
(3)
2025
2024
(1)
Change
(2)
(3)
(In thousands of Canadian dollars, except % and per share data)
$
$
%
%
$
$
%
%
Operations
Revenue
730,679
750,583
(2.7)
(4.1)
2,201,800
2,228,773
(1.2)
(2.8)
Adjusted EBITDA (3)
362,377
365,824
(0.9)
(2.4)
1,084,091
1,071,896
1.1
(0.4)
Adjusted EBITDA margin (3)
49.6 %
48.7 %
49.2 %
48.1 %
Acquisition, integration, restructuring and other costs (4)
9,211
45,669
(79.8)
7,288
49,170
(85.2)
Profit for the period
73,300
76,334
(4.0)
260,097
268,648
(3.2)
Profit for the period attributable to owners of the Corporation
69,895
70,402
(0.7)
245,157
253,576
(3.3)
Adjusted profit attributable to owners of the Corporation (3)(5)
77,186
103,597
(25.5)
248,553
301,377
(17.5)
Cash flow
Cash flows from operating activities
400,789
333,626
20.1
872,866
856,042
2.0
Free cash flow (1)(3)
143,946
88,185
63.2
61.5
409,407
327,832
24.9
23.8
Free cash flow, excluding network expansion projects (1)(3)
157,231
112,618
39.6
38.2
460,064
408,315
12.7
11.8
Acquisition of property, plant and equipment
125,933
171,034
(26.4)
438,547
504,830
(13.1)
Net capital expenditures (3)(6)
125,462
168,384
(25.5)
(26.8)
434,002
485,580
(10.6)
(12.3)
Net capital expenditures, excluding network expansion projects (3)
112,177
143,951
(22.1)
(23.5)
383,345
405,097
(5.4)
(7.4)
Capital intensity (3)
17.2 %
22.4 %
19.7 %
21.8 %
Capital intensity, excluding network expansion projects (3)
15.4 %
19.2 %
17.4 %
18.2 %
Per share data (7)
Earnings per share
Basic
1.66
1.68
(1.2)
5.82
5.91
(1.5)
Diluted
1.64
1.67
(1.8)
5.78
5.89
(1.9)
Adjusted diluted (3)(5)
1.82
2.45
(25.7)
5.86
7.00
(16.3)
Dividends per share
0.922
0.854
8.0
2.766
2.562
8.0
(1)
During the fourth quarter of fiscal 2024, the Corporation updated its calculation of free cash flow and free cash flow, excluding network expansion projects, to include proceeds on disposals of property, plant and equipment, which includes proceeds from sale and leaseback transactions. Proceeds from sale and leaseback and other disposals of property, plant and equipment amounted to $2.2 million and $22.7 million for the three and nine-month periods ended May 31, 2025, respectively ($0.9 million and $2.8 million, respectively, for the same periods of fiscal 2024). Comparative figures were restated to conform to the current presentation. For further details, please refer to the "Non-IFRS Accounting Standards and other financial measures" section of this press release.
(2)
Key performance indicators presented on a constant currency basis are obtained by translating financial results from the current periods denominated in US dollars at the foreign exchange rates of the comparable periods of the prior year. For the three and nine-month periods ended May 31, 2024, the average foreign exchange rates used for translation were 1.3628 USD/CDN and 1.3578 USD/CDN, respectively.
(3)
Adjusted EBITDA and net capital expenditures are total of segments measures. Adjusted EBITDA margin and capital intensity are supplementary financial measures. Adjusted profit attributable to owners of the Corporation, free cash flow, free cash flow, excluding network expansion projects and net capital expenditures, excluding network expansion projects are non-IFRS Accounting Standards measures. Change in constant currency, capital intensity, excluding network expansion projects and adjusted diluted earnings per share are non-IFRS Accounting Standards ratios. These indicated terms do not have standardized definitions prescribed by IFRS Accounting Standards and therefore, may not be comparable to similar measures presented by other companies. For more information on these financial measures, please consult the "Non-IFRS Accounting Standards and other financial measures" section of this press release.
(4)
For the three and nine-month periods ended May 31, 2025, acquisition, integration, restructuring and other costs were mainly related to costs associated with the configuration and customization related to cloud computing and other arrangements, and additional restructuring costs incurred in connection with certain cost optimization initiatives undertaken. In addition, for the nine-month period ended May 31, 2025, acquisition, integration, restructuring and other costs were partly offset by a $13.8 million non-cash gain recognized during the first quarter of fiscal 2025 in connection with a sale and leaseback transaction of a building in Ontario. For the three and nine-month periods ended May 31, 2024, acquisition, integration, restructuring and other costs were mostly related to restructuring costs recognized during the third quarter of fiscal 2024 in connection with the strategic transformation announced in May 2024.
(5)
Excludes the impact of non-cash impairment charges, acquisition, integration, restructuring and other costs, and gains/losses on debt modification and/or extinguishment, all net of tax and non-controlling interest.
(6)
Net capital expenditures exclude non-cash acquisitions of right-of-use assets and the purchases, and related borrowing costs, of spectrum licences, and are presented net of government subsidies, including the utilization of those received in advance.
As at
May 31, 2025
August 31, 2024
(In thousands of Canadian dollars)
$
$
Financial condition
Cash and cash equivalents
244,750
76,335
Total assets
9,866,415
9,675,009
Long-term debt
Current
338,567
361,808
Non-current
4,437,846
4,448,261
Net indebtedness (1)
4,579,854
4,803,629
Equity attributable to owners of the Corporation
3,126,389
2,979,691
(1)
Net indebtedness is a capital management measure. For more information on this financial measure, please consult the "Non-IFRS Accounting Standards and other financial measures" section of the Corporation's MD&A for the three and nine-month periods ended May 31, 2025, available on SEDAR+ at www.sedarplus.ca.
Forward-looking statements
Certain statements contained in this press release may constitute forward-looking information within the meaning of securities laws. Forward-looking information may relate to Cogeco Communications Inc.'s ("Cogeco Communications" or the "Corporation") future outlook and anticipated events, business, operations, financial performance, financial condition or results and, in some cases, can be identified by terminology such as "may"; "will"; "should"; "expect"; "plan"; "anticipate"; "believe"; "intend"; "estimate"; "predict"; "potential"; "continue"; "foresee"; "ensure" or other similar expressions concerning matters that are not historical facts. Particularly, statements relating to the Corporation's financial guidelines, future operating results and economic performance, objectives and strategies are forward-looking statements. These statements are based on certain factors and assumptions including expected growth, results of operations, purchase price allocation, tax rates, weighted average cost of capital, performance and business prospects and opportunities, which Cogeco Communications believes are reasonable as of the current date. Refer in particular to the "Corporate objectives and strategy" and "Fiscal 2025 financial guidelines" sections of the Corporation's fiscal 2024 annual Management's Discussion and Analysis ("MD&A"), and the "Fiscal 2025 revised financial guidelines" section of the fiscal 2025 third-quarter MD&A for a discussion of certain key economic, market and operational assumptions we have made in preparing forward-looking statements. While management considers these assumptions to be reasonable based on information currently available to the Corporation, they may prove to be incorrect. Forward-looking information is also subject to certain factors, including risks and uncertainties that could cause actual results to differ materially from what Cogeco Communications currently expects. These factors include risks such as general market conditions, competitive risks (including changing competitive and technology ecosystems and disruptive competitive strategies adopted by our competitors), business risks, regulatory risks, tax risks, technology risks (including cybersecurity), financial risks (including variations in currency and interest rates), economic conditions (including inflation pressuring revenue, trade tariffs, reduced consumer spending and increasing costs), talent management risks (including the highly competitive market for a limited pool of digitally skilled employees), human-caused and natural threats to the Corporation's network (including increased frequency of extreme weather events with the potential to disrupt operations), infrastructure and systems, sustainability and sustainability reporting risks, ethical behavior risks, ownership risks, litigation risks and public health and safety, many of which are beyond the Corporation's control. For more exhaustive information on these risks and uncertainties, the reader should refer to the "Uncertainties and main risk factors" section of the Corporation's fiscal 2024 annual MD&A and of the fiscal 2025 third-quarter MD&A. These factors are not intended to represent a complete list of the factors that could affect Cogeco Communications and future events and results may vary significantly from what management currently foresees. The reader should not place undue importance on forward-looking information contained in this press release and the forward-looking statements contained in this press release represent Cogeco Communications' expectations as of the date of this press release (or as of the date they are otherwise stated to be made) and are subject to change after such date. While management may elect to do so, the Corporation is under no obligation (and expressly disclaims any such obligation) and does not undertake to update or alter this information at any particular time, whether as a result of new information, future events or otherwise, except as required by law.
All amounts are stated in Canadian dollars unless otherwise indicated. This press release should be read in conjunction with the Corporation's MD&A for the three and nine-month periods ended May 31, 2025, the Corporation's condensed interim consolidated financial statements and the notes thereto for the same periods prepared in accordance with IFRS ® Accounting Standards as issued by the International Accounting Standards Board ("IFRS Accounting Standards") and the Corporation's fiscal 2024 Annual Report.
Non-IFRS Accounting Standards and other financial measures
This press release includes references to non-IFRS Accounting Standards and other financial measures used by Cogeco Communications. These financial measures are reviewed in assessing the performance of Cogeco Communications and used in the decision-making process with regard to its business units.
Reconciliations between non-IFRS Accounting Standards and other financial measures to the most directly comparable IFRS Accounting Standards measures are provided below. Certain additional disclosures for non-IFRS Accounting Standards and other financial measures used in this press release have been incorporated by reference and can be found in the "Non-IFRS Accounting Standards and other financial measures" section of the Corporation's MD&A for the three and nine-month periods ended May 31, 2025, available on SEDAR+ at www.sedarplus.ca. The following non-IFRS Accounting Standards measures are used as a component of Cogeco Communications' non-IFRS Accounting Standards ratios.
Financial measures presented on a constant currency basis for the three and nine-month periods ended May 31, 2025 are translated at the average foreign exchange rate of the comparable periods of the prior year, which were 1.3628 USD/CDN and 1.3578 USD/CDN, respectively.
Constant currency basis and foreign exchange impact reconciliation
Consolidated
Three months ended May 31
2025
2024
(1)
Change
(In thousands of Canadian dollars, except percentages)
Actual
Foreign
exchange
impact
In
constant
currency
Actual
Actual
In
constant
currency
$
$
$
$
%
%
Revenue
730,679
(11,224)
719,455
750,583
(2.7)
(4.1)
Operating expenses
363,380
(5,932)
357,448
379,521
(4.3)
(5.8)
Management fees – Cogeco Inc.
4,922
—
4,922
5,238
(6.0)
(6.0)
Adjusted EBITDA
362,377
(5,292)
357,085
365,824
(0.9)
(2.4)
Free cash flow (1)
143,946
(1,552)
142,394
88,185
63.2
61.5
Net capital expenditures
125,462
(2,162)
123,300
168,384
(25.5)
(26.8)
(1)
During the fourth quarter of fiscal 2024, the Corporation updated its free cash flow calculation to include proceeds on disposals of property, plant and equipment, which includes proceeds from sale and leaseback transactions. Comparative figures were restated to conform to the current presentation.
Nine months ended May 31
2025
2024
(1)
Change
(In thousands of Canadian dollars, except percentages)
Actual
Foreign
exchange
impact
In
constant
currency
Actual
Actual
In
constant
currency
$
$
$
$
%
%
Revenue
2,201,800
(35,353)
2,166,447
2,228,773
(1.2)
(2.8)
Operating expenses
1,102,944
(18,930)
1,084,014
1,141,163
(3.3)
(5.0)
Management fees – Cogeco Inc.
14,765
—
14,765
15,714
(6.0)
(6.0)
Adjusted EBITDA
1,084,091
(16,423)
1,067,668
1,071,896
1.1
(0.4)
Free cash flow (1)
409,407
(3,516)
405,891
327,832
24.9
23.8
Net capital expenditures
434,002
(8,192)
425,810
485,580
(10.6)
(12.3)
Canadian telecommunications segment
Three months ended May 31
2025
2024
Change
(In thousands of Canadian dollars, except percentages)
Actual
Foreign
exchange
impact
In
constant
currency
Actual
Actual
In
constant
currency
$
$
$
$
%
%
Revenue
374,900
—
374,900
381,877
(1.8)
(1.8)
Operating expenses
176,281
(387)
175,894
180,204
(2.2)
(2.4)
Adjusted EBITDA
198,619
387
199,006
201,673
(1.5)
(1.3)
Net capital expenditures
64,295
(346)
63,949
91,093
(29.4)
(29.8)
Nine months ended May 31
2025
2024
Change
(In thousands of Canadian dollars, except percentages)
Actual
Foreign
exchange
impact
In
constant
currency
Actual
Actual
In
constant
currency
$
$
$
$
%
%
Revenue
1,122,377
—
1,122,377
1,131,804
(0.8)
(0.8)
Operating expenses
531,788
(1,118)
530,670
535,018
(0.6)
(0.8)
Adjusted EBITDA
590,589
1,118
591,707
596,786
(1.0)
(0.9)
Net capital expenditures
212,564
(1,046)
211,518
285,274
(25.5)
(25.9)
American telecommunications segment
Three months ended May 31
2025
2024
Change
(In thousands of Canadian dollars, except percentages)
Actual
Foreign
exchange
impact
In
constant
currency
Actual
Actual
In
constant
currency
$
$
$
$
%
%
Revenue
355,779
(11,224)
344,555
368,706
(3.5)
(6.6)
Operating expenses
178,325
(5,543)
172,782
190,327
(6.3)
(9.2)
Adjusted EBITDA
177,454
(5,681)
171,773
178,379
(0.5)
(3.7)
Net capital expenditures
57,612
(1,812)
55,800
72,782
(20.8)
(23.3)
Nine months ended May 31
2025
2024
Change
(In thousands of Canadian dollars, except percentages)
Actual
Foreign
exchange
impact
In
constant
currency
Actual
Actual
In
constant
currency
$
$
$
$
%
%
Revenue
1,079,423
(35,353)
1,044,070
1,096,969
(1.6)
(4.8)
Operating expenses
545,448
(17,798)
527,650
574,070
(5.0)
(8.1)
Adjusted EBITDA
533,975
(17,555)
516,420
522,899
2.1
(1.2)
Net capital expenditures
211,741
(7,131)
204,610
191,490
10.6
6.9
Adjusted profit attributable to owners of the Corporation
Three months ended May 31
Nine months ended May 31
2025
2024
2025
2024
(In thousands of Canadian dollars)
$
$
$
$
Profit for the period attributable to owners of the Corporation
69,895
70,402
245,157
253,576
Acquisition, integration, restructuring and other costs
9,211
45,669
7,288
49,170
Impairment of property, plant and equipment
1,574
—
1,574
—
Loss on debt extinguishment (1)
—
—
—
16,880
Tax impact for the above items
(2,546)
(12,081)
(4,126)
(17,461)
Non-controlling interest impact for the above items
(948)
(393)
(1,340)
(788)
Adjusted profit attributable to owners of the Corporation
77,186
103,597
248,553
301,377
(1)
Included within financial expense.
Free cash flow and free cash flow, excluding network expansion projects reconciliations
Three months ended May 31
Nine months ended May 31
2025
2024
(1)
2025
2024
(1)
(In thousands of Canadian dollars)
$
$
$
$
Cash flows from operating activities
400,789
333,626
872,866
856,042
Changes in other non-cash operating activities
(103,315)
(76,679)
(4,798)
(21,491)
Income taxes paid (received)
(12,101)
3,918
1,981
(807)
Current income taxes
(11,103)
(3,177)
(35,401)
(19,594)
Interest paid
69,857
62,509
193,523
194,769
Financial expense
(75,861)
(64,308)
(204,353)
(215,765)
Loss on debt extinguishment (2)
—
—
—
16,880
Amortization of deferred transaction costs and discounts on long-term debt (2)
2,608
2,272
6,300
6,953
Net capital expenditures (3)
(125,462)
(168,384)
(434,002)
(485,580)
Proceeds from sale and leaseback and other disposals of property, plant and equipment (1)
2,188
885
22,732
2,784
Repayment of lease liabilities
(3,654)
(2,477)
(9,441)
(6,359)
Free cash flow (1)
143,946
88,185
409,407
327,832
Net capital expenditures in connection with network expansion projects
13,285
24,433
50,657
80,483
Free cash flow, excluding network expansion projects (1)
157,231
112,618
460,064
408,315
Adjusted EBITDA reconciliation
Three months ended May 31
Nine months ended May 31
2025
2024
2025
2024
(In thousands of Canadian dollars)
$
$
$
$
Profit for the period
73,300
76,334
260,097
268,648
Income taxes
20,180
11,199
69,709
47,117
Financial expense
75,861
64,308
204,353
215,765
Impairment of property, plant and equipment
1,574
—
1,574
—
Depreciation and amortization
182,251
168,314
541,070
491,196
Acquisition, integration, restructuring and other costs
9,211
45,669
7,288
49,170
Adjusted EBITDA
362,377
365,824
1,084,091
1,071,896
Net capital expenditures and free cash flow, excluding network expansion projects reconciliations
Net capital expenditures
Free cash flow
(1)
During the fourth quarter of fiscal 2024, the Corporation updated its calculation of free cash flow and free cash flow, excluding network expansion projects, to include proceeds on disposals of property, plant and equipment, which includes proceeds from sale and leaseback transactions. Comparative figures were restated to conform to the current presentation.
(1)
During the fourth quarter of fiscal 2024, the Corporation updated its calculation of free cash flow and free cash flow, excluding network expansion projects, to include proceeds on disposals of property, plant and equipment, which includes proceeds from sale and leaseback transactions. Comparative figures were restated to conform to the current presentation.
Additional information
Additional information relating to the Corporation is available on SEDAR+ at www.sedarplus.ca and on the Corporation's website at corpo.cogeco.com.
About Cogeco Communications Inc.
Cogeco Communications Inc. is a leading telecommunications provider committed to bringing people together through powerful communications and entertainment experiences. We provide world-class Internet, video and wireline phone services to 1.6 million residential and business subscribers in Canada and thirteen states in the United States. We also offer wireless services in most of our U.S. operating territory. Our services are marketed under the Cogeco and oxio brands in Canada, and under the Breezeline brand in the U.S. We take pride in our strong presence in the communities we serve and in our commitment to a sustainable future. Cogeco Communications Inc.'s subordinate voting shares are listed on the Toronto Stock Exchange (TSX: CCA).
For information:
Investors
Troy Crandall
Head, Investor Relations
Cogeco Communications Inc.
Tel.: 514 764-4600
[email protected]
Media
Claudja Joseph
Director, Communications
Cogeco Communications Inc.
Tel.: 514 764-4600
[email protected]
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Cision Canada
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- Cision Canada
First National Financial Corporation agrees to be acquired by Birch Hill Equity Partners and Brookfield, with existing shareholders Stephen Smith and Moray Tawse maintaining minority ownership
TORONTO, July 27, 2025 /CNW/ - First National Financial Corporation (the "Company" or "First National") (TSX: FN) (TSX: (TSX: today announced that it has entered into a definitive arrangement agreement (the "Arrangement Agreement") with Regal Bidco Inc. (the "Purchaser"), a newly-formed acquisition vehicle controlled by private equity funds managed by Birch Hill Equity Partners Management Inc. ("Birch Hill") and private equity funds managed by Brookfield Asset Management ("Brookfield"), whereby the Purchaser will acquire all of the outstanding common shares (the "Shares") of the Company, other than the Rollover Shares (as defined below) (the "Transaction"), for $48.00 per Share in cash (the "Purchase Price"). As part of the Transaction, the Company's founders, Stephen Smith and Moray Tawse (together with their associates and affiliates, the "Rolling Shareholders"), who currently hold approximately 37.4% and 34.0%, respectively, of the outstanding Shares, will each sell approximately two-thirds of their current shareholdings in the Company for the same cash consideration per Share as other shareholders, and have agreed to exchange their remaining Shares (the "Rollover Shares") for ownership interests in the Purchaser. As a result, on closing of the Transaction, Messrs. Smith and Tawse are each expected to maintain an indirect approximate 19% interest in First National, with Birch Hill and Brookfield holding the remaining approximate 62% interest. The Transaction is not subject to any financing condition and is expected to close in the fourth quarter of 2025, subject to obtaining the required shareholder, court and regulatory approvals and the satisfaction of other customary closing conditions. The Purchase Price represents a premium of approximately 15.2% and 22.8% to the 30 and 90-trading day volume weighted average trading price, respectively, of the Shares on the Toronto Stock Exchange (the "TSX") on July 25, 2025, the last trading day prior to the announcement of the Transaction. The Purchase Price is also above the 52-week high closing price of the Shares as of July 25, 2025 and represents a total shareholder return of approximately 2,149% on the Company's initial public offering Share price, including the Company's historical dividend payments. The Purchase Price implies an aggregate total equity value of approximately $2.9 billion, inclusive of the Rollover Shares, and values the Company at a 16.5x price-to-earnings multiple based on the Company's reported trailing twelve months net income attributable to common shareholders as of March 31, 2025. "This Transaction represents the start of an exciting new chapter for First National," said Jason Ellis, CEO of First National. "Birch Hill and Brookfield bring significant expertise in the Canadian financial services industry, and we are excited to partner with them to grow our platform, drive innovation, and deliver for our customers, employees and institutional partners." Transaction Details The Transaction emerged from a robust strategic review process conducted by the Company, under the oversight of a committee of independent directors (the "Special Committee") advised by independent and highly qualified legal and financial advisors. The review process involved a competitive process in which multiple acquisition proposals were received and reviewed by the Special Committee. The Company entered into the Arrangement Agreement based on the unanimous approval of the Company's board of directors (the "Board") (with conflicted directors abstaining) after receiving the unanimous recommendation of the Special Committee. Both the Board and the Special Committee determined, after receiving financial and legal advice, that the Transaction is in the best interests of the Company and the consideration to be received by the holders of the Shares (the "Shareholders") (other than the Rolling Shareholders) is fair, and recommend that Shareholders vote in favour of the Transaction at the special meeting of Shareholders to be held to approve the Transaction. In connection with the Transaction, the Rolling Shareholders, who collectively hold approximately 71.4% of the outstanding Shares, have entered into irrevocable voting agreements agreeing to vote their Shares in favour of the Transaction and against any competing acquisition proposals. In addition, each of the other directors and executive officers of the Company, who collectively hold less than 1% of the outstanding Shares, have entered into voting agreements agreeing to vote their Shares in favour of the Transaction. Under the terms of the Transaction, the Class A Preference Shares, Series 1 (the "Series 1 Preferred Shares") and Class A Preference Shares, Series 2 (the "Series 2 Preferred Shares" and, together with the Series 1 Preferred Shares, the "Preferred Shares") of the Company are expected to remain outstanding in accordance with their terms following closing of the Transaction. The Preferred Shares will continue to be listed on the TSX and, as a result, the Company will continue to be a reporting issuer under applicable Canadian securities laws following closing of the Transaction. The 2.961% Series 3 Senior Unsecured Notes due November 17, 2025, 7.293% Series 4 Senior Unsecured Notes due September 8, 2026 and the 6.261% Series 5 Senior Unsecured Notes due November 1, 2027 (collectively, the "Company Notes") will be redeemed on the closing of the Transaction to the extent outstanding at such time. Each holder of Company Notes outstanding at such time will receive a cash amount equal to the applicable redemption price, plus accrued and unpaid interest, as of the closing date in accordance with the terms of such holder's Company Notes. First National intends to continue paying its regular monthly cash dividend of $0.208334 per Share in the ordinary course through to closing of the Transaction and regular quarterly dividends on the Preferred Shares in accordance with their terms. Transaction Rationale The conclusions and recommendations of the Special Committee and the Board were based on a number of factors, including the following: Compelling Value and Immediate Liquidity to Shareholders: The all-cash Purchase Price provides Shareholders with certainty of value and immediate liquidity. The Purchase Price represents a premium of approximately 15.2% and 22.8% to the 30 and 90-trading day volume weighted average trading price, respectively, per Share as of July 25, 2025, and is also above the 52-week high closing price of the Shares as of that date. Market Check: The Transaction is the result of a robust strategic review process led by the Company's financial advisor, RBC Capital Markets, which included outreach to a broad pool of potential buyers and resulted in multiple acquisition proposals, of which the proposal submitted by the Purchaser offered the highest value to Shareholders. Formal Valuation: The Special Committee received an opinion from its independent valuator and financial advisor BMO Capital Markets ("BMO") that, as of July 27, 2025, and based on BMO's analysis and subject to the assumptions, limitations and qualifications to be set forth in BMO's written valuation, the fair market value of the Shares is in the range of $44.00 to $50.00 per Share. Fairness Opinion: The Special Committee received an opinion from BMO that, as of July 27, 2025, and subject to the assumptions, limitations and qualifications to be set forth in BMO's written fairness opinion, the consideration to be received by Shareholders (other than the Rolling Shareholders) pursuant to the Transaction is fair, from a financial point of view, to such Shareholders. Arrangement Agreement Terms: The Arrangement Agreement is the result of a comprehensive negotiation process that was undertaken at arm's length with the oversight and participation of the Special Committee advised by independent and highly qualified legal and financial advisors and resulted in terms and conditions that are reasonable in the judgment of the Special Committee and the Board. Ability to Respond to Superior Proposal: Under the Arrangement Agreement, the Board of Directors, in certain circumstances until Shareholder approval is obtained, is able to consider any unsolicited acquisition proposals, and where the Board determines that an acquisition proposal is a superior proposal may, subject to a right to match in favour of the Purchaser, withdraw, modify or amend its recommendation that Shareholders vote to approve the Arrangement. However, under the Arrangement Agreement the Company is required to proceed with holding a vote on the Transaction, even if the Board has changed its recommendation. Break Fee: The break fee payable by the Company of $50 million is only payable in limited circumstances such as where the Arrangement Agreement is terminated as a result of a change in the Board's recommendation. Reverse Break Fee: The Company is entitled to a reverse break fee of $75 million in certain circumstances, including if the Arrangement Agreement is terminated by the Company as a result of the Purchaser's failure to close. No Financing Condition: The Transaction is not subject to a financing condition. Minority Vote and Court Approval: The Transaction must be approved by two-thirds of the votes cast by Shareholders, as well as by a simple majority of the votes cast by Shareholders excluding the Shares held by the Rolling Shareholders and any other Shareholders required to be excluded from such vote in the context of a "business combination" pursuant to Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions ("MI 61-101"), and by the Ontario Superior Court of Justice (Commercial List), which will consider the fairness and reasonableness of the Transaction to Shareholders. Support for the Transaction: As described above, the Rolling Shareholders as well as all of the directors and executive officers of the Company have entered into voting agreements, pursuant to which they have agreed to, among other things, vote in favour of the Transaction at the special meeting of Shareholders to be held to approve the Transaction. Formal Valuation and Fairness Opinion In connection with its review and consideration of the Transaction, the Special Committee engaged BMO as its independent valuator and financial advisor and requested that BMO prepare a formal valuation in accordance with MI 61-101. BMO delivered an oral opinion that, as of July 27, 2025, and based on BMO's analysis and subject to the assumptions, limitations and qualifications to be set forth in BMO's written valuation, the fair market value of the Shares is in the range of $44.00 to $50.00 per Share. In addition, BMO provided an oral opinion that, as of July 27, 2025, and subject to the assumptions, limitations and qualifications to be set forth in BMO's written fairness opinion, the consideration to be received by Shareholders (other than the Rolling Shareholders) pursuant to the Transaction is fair, from a financial point of view, to such Shareholders. Additional Transaction Details The Transaction is to be completed by way of a plan of arrangement under the Business Corporations Act (Ontario). The Transaction is subject to a number of conditions customary for transactions of this nature, including, among others: (i) the approval of at least two-thirds of the votes cast by Shareholders (including the Rolling Shareholders) at a special meeting of Shareholders; (ii) the approval of a simple majority of the votes cast by Shareholders other than the Rolling Shareholders and any other Shareholders required to be excluded pursuant to MI 61-101 at such special meeting; (iii) clearance under the Competition Act (Canada); and (iv) court approval. Completion of the Transaction is not subject to a financing condition. The Company expects to hold the special meeting of Shareholders to consider and vote on the Transaction in September 2025. If approved at the meeting, the Transaction is expected to close in the fourth quarter of 2025, subject to court approval, Competition Act (Canada) clearance and other customary closing conditions. Following closing of the Transaction, the Purchaser intends to cause the Shares to be delisted from the TSX. The Preferred Shares will remain listed on the TSX. Jason Ellis is expected to remain First National's Chief Executive Officer and lead the business in all aspects of its operations. First National's current leadership team is also expected to continue following the conclusion of the Transaction. Further information regarding the terms and conditions of the Transaction are set out in the Arrangement Agreement, which will be publicly filed under the Company's SEDAR+ profile at Additional information regarding the terms of the Arrangement Agreement, the background to the Transaction, the independent valuation and fairness opinion and the rationale for the recommendation by the Special Committee and the Board will be provided in the information circular for the special meeting of Shareholders, which will also be filed under the Company's SEDAR+ profile at Early Warning Disclosure by the Rolling Shareholders Further to the requirements of National Instrument 62-104 – Take-Over Bids and Issuer Bids and National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues, Stephen Smith, 16 York Street, Suite 1900, Toronto, Ontario, M5J 0E6, will file an amended early warning report in connection with his participation in the Transaction as a Rolling Shareholder and for which he has entered into an irrevocable voting agreement agreeing to vote his Shares in favour of the Transaction and against any competing acquisition proposals, which agreement restricts the ability to vote for, support or participate in a competing transaction for as long as the Arrangement Agreement is in force and for a period of four months following the termination of the Arrangement Agreement in certain circumstances, including as a result of the failure to obtain the required Shareholder approval. Stephen Smith, through Smith Financial Corporation ("SFC") and FNSC Holdings Inc. ("FNSC", and together with SFC, the "Smith Entities"), currently owns 22,409,355 of the issued and outstanding Shares representing approximately 37.4% of the issued and outstanding Shares (on a fully diluted basis). SFC intends to transfer ownership of its Rollover Shares to a newly formed Ontario limited partnership prior to closing of the Transaction in exchange for units of the partnership. Following completion of the Transaction, Stephen Smith will beneficially own an indirect approximate 19% interest in First National. The Smith Entities hold Shares for investment purposes and expect to review from time to time the investment in the Company and may, depending on the market and other conditions: (i) acquire additional securities, options or related derivatives in the open market, in privately negotiated transactions or otherwise, and (ii) dispose of all or a portion of the securities, options or related derivatives over which they now or hereafter exercise, or may be deemed to exercise, control or direct. A copy of Stephen Smith's related early warning report will be filed with the applicable securities commissions and will be filed under the Company's SEDAR+ profile at Further information and a copy of the early warning report of Stephen Smith may be obtained by contacting: Justin Brenner, SVP, Managing Director, Smith Financial Corporation, [email protected], (647) 446-2122. Further to the requirements of National Instrument 62-104 – Take-Over Bids and Issuer Bids and National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues, Moray Tawse, 16 York Street, Suite 1900, Toronto, Ontario, M5J 0E6 will file an amended early warning report in connection with his participation in the Transaction as a Rolling Shareholder and for which he has entered into an irrevocable voting agreement agreeing to vote his Shares in favour of the Transaction and against any competing acquisition proposals, which agreement restricts the ability to vote for, support or participate in a competing transaction for as long as the Arrangement Agreement is in force and for a period of four months following the termination of the Arrangement Agreement in certain circumstances, including as a result of the failure to obtain the required Shareholder approval. Moray Tawse, through 801420 Ontario Limited ("Tawse Holdco") and The Tawse Family Charitable Foundation (The Tawse Family Charitable Foundation together with Tawse Holdco, the "Tawse Entities"), currently owns 20,404,355 Shares representing approximately 34.0% of the issued and outstanding Shares (on a fully diluted basis). Tawse Holdco intends to transfer ownership of its Rollover Shares to a newly formed Ontario limited partnership prior to closing of the Transaction in exchange for units of the partnership. Following completion of the Transaction, Moray Tawse will beneficially own an indirect approximate 19% interest in First National. The Tawse Entities hold Shares for investment purposes and expect to review from time to time the investment in the Company and may, depending on the market and other conditions: (i) acquire additional securities, options or related derivatives in the open market, in privately negotiated transactions or otherwise, and (ii) dispose of all or a portion of the securities, options or related derivatives over which they now or hereafter exercise, or may be deemed to exercise, control or direct. A copy of Moray Tawse's related early warning report will be filed with the applicable securities commissions and will be filed under the Company's SEDAR+ profile at Further information and a copy of the early warning report of Moray Tawse may be obtained by contacting: Eric Torelli, Chief Financial Officer, Chambertin Asset Management Ltd., [email protected], (416) 994-7507. The Company's head office address is 16 York Street, Suite 1900, Toronto, Ontario, M5J 0E6. Advisors RBC Capital Markets is acting as financial advisor to the Company. BMO Capital Markets is acting as financial advisor and independent valuator to the Special Committee. Torys LLP is acting as legal advisor to the Company. Blake, Cassels & Graydon LLP is acting as legal advisor to the Special Committee. CIBC Capital Markets is acting as financial advisor and Davies Ward Phillips & Vineberg LLP is acting as legal advisor to Birch Hill and Brookfield. Birch Hill and Brookfield's debt financing for the transaction was fully underwritten by Canadian Imperial Bank of Commerce, RBC Capital Markets, and TD Securities, as Joint Bookrunners and Co-Lead Arrangers. Initial commitments were also provided by The Bank of Nova Scotia and National Bank of Canada, and will be followed by a general syndication. About First National First National Financial Corporation is the parent company of First National Financial LP, a Canadian-based originator, underwriter and servicer of predominantly prime residential (single-family and multi-unit) and commercial mortgages. With more than $155 billion in mortgages under administration, First National is one of Canada's largest non-bank mortgage originators and underwriters. For more information, please visit About Birch Hill Birch Hill is a Canadian mid-market private equity firm with a long history of driving growth in its portfolio companies and delivering returns to its investors. Based in Toronto, Birch Hill currently has over $6 billion in capital under management. Since 1994, the firm has made 73 investments, with 59 fully realized. Today, Birch Hill's 14 partner companies collectively represent one of Canada's largest corporate entities with over $8 billion in total revenue and more than 40,000 employees. About Brookfield Brookfield Asset Management (NYSE: BAM, TSX: BAM) is a leading global alternative asset manager with over US$1 trillion of assets under management. Brookfield invests client capital for the long term with a focus on real assets and essential service businesses that form the backbone of the global economy. Brookfield offers a range of alternative investment products to investors around the world — including public and private pension plans, endowments and foundations, sovereign wealth funds, financial institutions, insurance companies and private wealth investors. Brookfield's private equity business, which manages over US$145 billion of assets under management, focuses on driving operational transformation in businesses providing essential products and services. Forward-Looking Information This news release contains statements that are "forward-looking information" within the meaning of applicable securities laws. In some cases, forward-looking information can be identified by the use of terms such as "may", "will, "should", "expect", "plan", "anticipate", "believe", "intend", "estimate", "predict", "potential", "continue" or other similar expressions concerning matters that are not historical facts. Forward-looking statements include, among other things, statements with respect to the Transaction, including statements with respect to the rationale of the Special Committee and the Board for entering into the Arrangement Agreement, the terms and conditions of the Arrangement Agreement, the premium to be received by Shareholders, the expected benefits of the Transaction, the intention to continue to pay monthly dividends on the Shares and regular quarterly dividends on the Preferred Shares, the anticipated timing and the various steps to be completed in connection with the Transaction, including receipt of Shareholder, court and regulatory approvals, the anticipated timing for closing of the Transaction, the anticipated delisting of the Shares from the TSX, the anticipated treatment of the Preferred Shares and the Company Notes and the Company's status as a reporting issuer under applicable securities laws. Forward-looking statements are necessarily based on a number of opinions, assumptions and estimates that, while considered reasonable by the Company as of the date of this news release, are subject to inherent uncertainties, risks and changes in circumstances that may differ materially from those contemplated by the forward-looking information. Important factors that could cause actual results to differ, possibly materially, from those indicated by the forward-looking information include, but are not limited to: the possibility that the Transaction will not be completed on the terms and conditions, or on the timing, currently contemplated, and that it may not be completed at all due to a failure to obtain or satisfy, in a timely manner or otherwise, required shareholder and court approvals and other conditions of closing necessary to complete the Transaction or for other reasons; the possibility of adverse reactions or changes in business relationships resulting from the announcement or completion of the Transaction; risks relating to the retention of key personnel during the interim period; the possibility of litigation relating to the Transaction; risks related to the diversion of management's attention from the Company's ongoing business operations; and the other risk factors identified under "Risks and Uncertainties Affecting the Business" in the Company's latest management's discussion and analysis and in other periodic filings that the Company has made and may make in the future with the securities commissions or similar regulatory authorities in Canada, all of which are available under the Company's SEDAR+ profile at These factors are not intended to represent a complete list of the factors that could affect the Company. However, such risk factors should be considered carefully. There can be no assurance that such estimates and assumptions will prove to be correct. You should not place undue reliance on forward-looking information, which speaks only as of the date of this release and is subject to change after such date. Management and First National disclaim any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required under securities laws.
Cision Canada
3 hours ago
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JBO Thailand Launches Esports World Cup Promotion with Rewards Up to 30,000 Jcoin
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Calgary Herald
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US, China negotiators meet in Stockholm to extend trade truce
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