(RG) Rogers And Shaw Announce Major Swap of Cable Assets and Strategic Alliances in Internet Properties.

Business Editors

TORONTO--(BUSINESS WIRE)--March 23, 2000

ROGERS COMMUNICATIONS INC. ("Rogers")(TSE:RCI.A)(TSE:RCI.B)(NYSE:RG) and SHAW COMMUNICATIONS INC. ("Shaw")(TSE:SJR.B)(CDNX:SJR.A)(NYSE:SJR) today announced a wide-ranging series of agreements pursuant to which they have agreed to the following major swap of cable assets and creation of strategic Internet alliances.

1. Cable Assets Swap

Rogers and Shaw have agreed, subject to CRTC approval, to swap Rogers' existing cable operations in British Columbia (Vancouver and surrounding areas) in exchange for Shaw's cable operations in Southern Ontario and New Brunswick. Rogers' Vancouver system represents approximately 623,000 subscribers. Shaw's Southern Ontario (including Toronto, Barrie and Orillia) and New Brunswick systems represent approximately 600,000 subscribers, representing a net gain of 23,000 subscribers for Shaw. The cost of these incremental subscribers will be based on $3,300 per subscriber (approximately $75.9 million).

2. Cogeco and Canadian Satellite Communications Inc. Interest

Shaw has agreed to sell its current position in Cogeco Cable and Cogeco Inc., (approximately 4.5 million shares) to Rogers at $44 per share. These positions represent approximately 9.1% and 9.6% respectively of the outstanding equity of Cogeco Cable and Cogeco Inc. In exchange, Rogers has agreed to sell its current position in Canadian Satellite Communications Inc. (approximately 4 million shares) to Shaw at $23.50 per share.

3. Merge @Home Canada and Excite Canada

Shaw and Rogers have agreed to merge the operations of @Home Canada and Excite Canada (a 50/50 partnership between Excite@Home and Rogers Media) into a single national broadband and narrowband portal. The ownership of the combined entity will be Rogers 51%, Shaw 22.5% and Excite@Home 22.5%. Cogeco and Moffat Communications Ltd. will also be invited to become partners in the combined entity. The new venture Excite@Canada will have an initial funding of $50 million and will be Canada's premier broadband portal available to over 500,000 high-speed customers.

4. Rogers participation in 360networks deal and new Internet Backbone Company

As part of a strategy of building a national Internet backbone company, Shaw announced earlier this week a transaction with 360networks (formerly Worldwide Fiber Inc.) that would see Shaw invest US$100 million in 360networks, acquire a national dark fiber network for $225 million, and commit to purchase approximately $25 million of OC-48 capacity over a 3 to 4 year period. Rogers has agreed to invest $125 million in the new Internet backbone company and receive a 49% interest in the new company. Shaw and Rogers will commit all of their Internet backbone traffic to this new company.

Rogers will also have the right to purchase US$25 million of Shaw's US$100 million investment, at cost, in 360networks.

Commenting on the transaction, Ted Rogers, President and CEO of Rogers, said, "These transactions will continue our clustering strategy in Central and Eastern Canada. When combined with our proposed merger with Videotron, this will create a super-cluster of approximately 3.5 million customers in Ontario and Quebec all interconnected with fibre. We are also looking forward to serving our approximately 200,000 new customers in the Province of New Brunswick."

Jim Shaw, President and CEO of Shaw said, "With this swap, we become the most clustered and interconnected cable company in Western Canada while maintaining a critical mass of approximately 1.86 million subscribers. In our view, Vancouver is a key urban centre in Canada with good growth potential and an improving economy."

Claude Chagnon, President and CEO of Le Groupe Videotron added, "We are delighted with this initiative. This transaction makes the Rogers - Videotron merger even more attractive in creating North America's most clustered cable operation and adds extra value for the Videotron shareholders in its merger with Rogers."

Rogers Communications Inc. is Canada's national communications company engaged in cellular, Digital PCS, paging and data communications through Rogers AT&T Wireless Inc.; in cable television, high-speed Internet access and video retailing through Rogers Inc., and in new media businesses, radio and television broadcasting, tele-shopping and publishing through Rogers Media Inc.

Shaw Communications Inc. is a diversified Canadian communications company whose core business is providing broadband cable television and Internet services to approximately 1.8 million customers. Shaw also has significant interests in direct-to-home satellite television services and provides telecommunications services to individual and business customers. Shaw Communications is traded on the Canadian Venture, Toronto and New York Stock Exchanges.

A combined Analyst/Media Conference is scheduled at 11:00 a.m. (Eastern Time) this morning at Rogers Communications Inc., 333 Bloor Street East, 10th Floor. Senior management from Rogers and Shaw will discuss the announcement and, following brief statements, will respond to questions.

A live audio bridge to the new conference for the media and analysts will be available toll-free by calling (1 800 387 2195). Reporters and analyst may call these numbers beginning at 10:45 a.m. ET and be connected live to the news conference and ask questions following the presentation.

The combined media/analysts call will be broadcast via the Internet at http://www.rogers.com beginning at 11:00 a.m. ET.