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Rogers Announces Pricing of Cash Tender Offers for Eight Series of U.S. Dollar Debt Securities

TORONTO, July 18, 2025 (GLOBE NEWSWIRE) -- Rogers Communications Inc.听(鈥�Rogers鈥� or the 鈥�Company鈥�) (TSX: RCI.A and RCI.B; NYSE: RCI) today announced the pricing terms of its previously announced separate offers (the 鈥�Offers鈥�) to purchase for cash any and all of the outstanding notes of each series listed in the table below (collectively, the 鈥�Notes鈥�), up to a maximum of听US$1,250,000,000听aggregate Total Consideration (as defined below). Subject to the Consideration Cap Condition (as defined below), the series of Notes that are purchased in the Offers will be based on the acceptance priority levels (each, an 鈥�Acceptance Priority Level鈥�) set forth in the table below. If a given series of Notes is accepted for purchase pursuant to the Offers, all Notes of that series that are validly tendered and not validly withdrawn will be accepted for purchase. No series of Notes will be subject to proration pursuant to the Offers.

The Offers are made upon the terms and subject to the conditions set forth in the Offer to Purchase dated听July 11, 2025听relating to the Notes (the 鈥�Offer to Purchase鈥�) and the notice of guaranteed delivery attached as Appendix A thereto (the 鈥�Notice of Guaranteed Delivery鈥� and, together with the Offer to Purchase, the 鈥�Tender Offer Documents鈥�). Capitalized terms used but not defined in this news release have the meanings given to them in the Offer to Purchase.

Set forth in the table below is the applicable Total Consideration听(as defined below)听for each series of Notes, as calculated as of听2:00 p.m. (Eastern time)听today,听July 18, 2025, in accordance with the Offer to Purchase.

The Offers will expire at听5:00 p.m. (Eastern time)听today,听July 18, 2025, unless extended or earlier terminated (such date and time with respect to an Offer, as the same may be extended with respect to such Offer, the 鈥�Expiration Date鈥�). Notes may be validly withdrawn at any time at or prior to听5:00 p.m. (Eastern time)听today,听July 18, 2025, unless extended by the Company with respect to any Offer.

For Holders who deliver a Notice of Guaranteed Delivery and all other required documentation at or prior to the Expiration Date, upon the terms and subject to the conditions set forth in the Tender Offer Documents, the deadline to validly tender Notes using the Guaranteed Delivery Procedures (as defined in the Offer to Purchase) will be the second business day after the Expiration Date and is expected to be 5:00 p.m. (Eastern time) on July 22, 2025, unless extended with respect to any Offer (the 鈥�Guaranteed Delivery Date鈥�).

Provided that all conditions to the Offers have been satisfied or waived by the Company by the Expiration Date, the Company will pay the Total Consideration in respect of all Notes validly tendered and not validly withdrawn at or prior to the Expiration Date (and accepted for purchase by the Company) on the third business day after the Expiration Date and the first business day after the Guaranteed Delivery Date, which is expected to be July 23, 2025, unless extended by the Company with respect to any Offer (the 鈥�Settlement Date鈥�).

Upon the terms and subject to the conditions set forth in the Offer to Purchase, Holders whose Notes are accepted by the Company for purchase in the Offers will receive the applicable Total Consideration specified in the table above for each US$1,000 principal amount of such Notes in cash on the Settlement Date.

In addition to the applicable Total Consideration, Holders whose Notes are accepted by the Company for purchase pursuant to an Offer will receive a cash payment equal to the accrued and unpaid interest on such Notes from and including the immediately preceding interest payment date for such Notes to, but excluding, the Settlement Date (the 鈥�Accrued Coupon Payment鈥�). Interest will cease to accrue on the Settlement Date for all Notes accepted for purchase in the Offers. Under no circumstances will any interest be payable because of any delay in the transmission of funds to Holders by The Depository Trust Company (鈥�DTC鈥�) or its participants.

The Company鈥檚 obligation to complete an Offer with respect to a particular series of Notes validly tendered is conditioned on the satisfaction of conditions described in the Offer to Purchase, including that the aggregate Total Consideration payable for all Notes purchased in the Offers (the 鈥�Aggregate Consideration Amount鈥�) not exceed US$1,250,000,000 (the 鈥�Consideration Cap Amount鈥�), and on the Consideration Cap Amount being sufficient to pay the Total Consideration for all validly tendered and not validly withdrawn Notes of such series (after accounting for all validly tendered Notes that have a higher Acceptance Priority Level) (the 鈥�Consideration Cap Condition鈥�). The Company reserves the right, but is under no obligation, to increase or waive the Consideration Cap Amount, in its sole discretion subject to applicable law, with or without extending the Withdrawal Date. No assurance can be given that the Company will increase or waive the Consideration Cap Amount. If Holders tender more Notes in the Offers than they expect to be accepted for purchase based on the Consideration Cap Amount and the Company subsequently accepts more than such Holders expected of such Notes tendered as a result of an increase of the Consideration Cap Amount, such Holders may not be able to withdraw any of their previously tendered Notes. Accordingly, Holders should not tender any Notes that they do not wish to be accepted for purchase.

The Company has retained BofA Securities, Inc., Citigroup Global Markets Inc., Mizuho Securities USA LLC and Wells Fargo Securities, LLC to act as joint lead dealer managers (the 鈥�Dealer Managers鈥�) for the Offers. Questions regarding the terms and conditions for the Offers should be directed to BofA Securities, Inc at +1 (888) 292-0070 (toll-free) or +1 (980) 387-3907 (collect), Citigroup Global Markets Inc. at +1 (800) 558-3745 (toll-free) or +1 (212) 723-6106 (collect), Mizuho Securities USA LLC at +1 (866) 271-7403 (toll-free) or +1 (212) 205-7741 (collect) or Wells Fargo Securities, LLC at +1 (866) 309-6316 (toll-free) or +1 (704) 410-4235 (collect).

D.F. King & Co., Inc. is acting as the Information and Tender Agent for the Offers. Questions or requests for assistance related to the Offers or for additional copies of the Offer to Purchase may be directed to D.F. King & Co., Inc. in New York by telephone at +1 (212) 269-5550 (for banks and brokers only) or +1 (877) 478-5047 (for all others toll-free), or by email at [email protected]. You may also contact your broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Offers. The Tender Offer Documents can be accessed at the following link: .

If the Company terminates any Offer with respect to one or more series of Notes, it will give prompt notice to the Information and Tender Agent, and all Notes tendered pursuant to such terminated Offer will be returned promptly to the tendering Holders thereof. With effect from such termination, any Notes blocked in DTC will be released.

Holders of Notes are advised to check with each bank, securities broker or other intermediary through which they hold Notes as to when such intermediary would need to receive instructions from a beneficial owner in order for that Holder to be able to participate in, or withdraw their instruction to participate in the Offers before the deadlines specified herein and in the Offer to Purchase. The deadlines set by any such intermediary and DTC for the submission and withdrawal of tender instructions will also be earlier than the relevant deadlines specified herein and in the Offer to Purchase.

Offer and Distribution Restrictions

This news release is for informational purposes only. This news release is not an offer to purchase or a solicitation of an offer to sell any Notes or any other securities of the Company or any of its subsidiaries. The Offers are being made solely pursuant to the Offer to Purchase. The Offers are not being made to Holders of Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, 鈥渂lue sky鈥� or other laws of such jurisdiction. In any jurisdiction in which the securities or 鈥渂lue sky鈥� laws require the Offers to be made by a licensed broker or dealer, the Offers will be deemed to have been made on behalf of the Company by the Dealer Managers or one or more registered brokers or dealers that are licensed under the laws of such jurisdiction.

No action has been or will be taken in any jurisdiction that would permit the possession, circulation or distribution of either this news release, the Offer to Purchase or any material relating to the Company or the Notes in any jurisdiction where action for that purpose is required. Accordingly, neither this news release, the Offer to Purchase nor any other offering material or advertisements in connection with the Offers may be distributed or published, in or from any such country or jurisdiction, except in compliance with any applicable rules or regulations of any such country or jurisdiction.

Caution Concerning Forward-looking Statements

This news release includes 鈥渇orward-looking information鈥� within the meaning of applicable Canadian securities laws, and 鈥渇orward-looking statements鈥�, within the meaning of the United States Private Securities Litigation Reform Act of 1995 (collectively referred to herein as 鈥渇orward-looking information鈥� or 鈥渇orward-looking statements鈥�), about, among other things, the terms and timing for completion of the Offers, including the acceptance for purchase of Notes validly tendered, the Consideration Cap Amount, the expected Expiration Date and Settlement Date.

This forward-looking information is based on a number of expectations and assumptions as of the date of this news release. Actual events and results may differ materially from what is expressed or implied by forward鈥恖ooking information if the underlying expectations and assumptions prove incorrect or our objectives, strategies or intentions change or as a result of risks, uncertainties and other factors, many of which are beyond our control, including, but not limited to, the risks described under the headings 鈥淎bout Forward Looking Information鈥� and 鈥淩isks and Uncertainties Affecting our Business鈥� in our management鈥檚 discussion and analysis for the year ended December 31, 2024. The Company is under no obligation to update or alter any statements containing forward-looking information, whether as a result of new information, future events or otherwise, except as required by law.

Forward-looking information is provided herein for the purpose of giving information about the proposed Offers. Readers are cautioned that such information may not be appropriate for other purposes. The Company鈥檚 obligation to complete an Offer with respect to a particular series of Notes validly tendered is conditioned on the satisfaction of conditions described in the Offer to Purchase, including the Consideration Cap Condition. Accordingly, there can be no assurance that repurchases of the Notes under the Offers will occur at all or at the expected time indicated in this news release.

About听Rogers Communications Inc.

Rogers is Canada鈥檚 leading communications and entertainment company and its shares are publicly traded on the Toronto Stock Exchange (TSX: RCI.A and RCI.B) and on the New York Stock Exchange (NYSE: RCI). For more information, please visit rogers.com or investors.rogers.com.

For more information:

Investor Relations
[email protected]
1-844-801-4792