CanWest, Shaw, Corus and Cathton Finalize WIC Reorganization; Definitive Agreements Signed; CRTC Applications to be Filed December 1.

TORONTO--(BUSINESS WIRE)--Nov. 10, 1999--

(TSE:CJR.B.) (TSE:CGS.A.) (WINNIPEG STOCK EXCHANGE:CGS.A.) (TSE:CGS.S.) (NYSE:CWG)(Alberta Stock Exchange:SJR.A.) (Alberta Stock Exchange:SJR.B.) (TSE:SJR.B.) (NYSE:SJR)

CanWest Global Communications Corp., Shaw Communications Inc., Corus Entertainment Inc. and Cathton Holdings Ltd. jointly announced today that they have entered into definitive agreements which on completion will result in the division of WIC's various broadcasting, distribution and other businesses between CanWest, Shaw and Corus. WIC will become a party to the transaction subject to receipt by its board of directors of an opinion from WIC's independent financial advisors that the reorganization fairly treats the company's public minority shareholders. WIC has confirmed that, provided it receives that opinion, it will become a party to the agreement later this month.

Under the proposed reorganization, CanWest will complete its acquisition of all of WIC's shares, Shaw will acquire WIC's distribution businesses, including its interest in Canadian Satellite Communications Inc., and Corus will acquire all of WIC's radio broadcasting stations, its pay and specialty television undertakings and certain other related assets. These acquisitions will leave CanWest with WIC and all of its conventional television broadcasting stations, its interest in ROBTv and certain other assets. Further details of the assets being acquired by each of the parties are attached to this news release.

Corus and Shaw are currently expected to receive cash of approximately $550 million for their interests in WIC, which will be split approximately 75% to Corus and 25% to Shaw.

Both Corus and Shaw have options to purchase their respective WIC assets for either all cash or a combination of cash and their respective securities. The options chosen will impact the final purchase price. Corus currently intends to satisfy part of the approximately $325 million that it expects to pay by issuing approximately $85 million of its Class B non-voting shares and $125 million of a new series of cumulative convertible preferred shares. Any Class B shares of Corus that may be issued in connection with the reorganization are expected to be resold by CanWest in the public markets. When the transactions are completed, Corus expects to receive net cash of approximately $295 million. Shaw currently intends to purchase the WIC assets for cash, leaving it with expected net cash from the transactions of approximately $35 million.

The final purchase prices to be paid by Corus and Shaw, as well as the amounts to be received by them for their interests in WIC, are subject to a number of adjustments, including adjustments based upon WIC's cash flow from June 1, 1999, extraordinary sale proceeds or investments and certain other factors, none of which can be determined until closing.

CanWest's aggregate acquisition cost in respect of WIC and its remaining businesses after the completion of the transaction is currently estimated to be approximately $800 million.

The reorgainzation is subject to the satisfaction of a number of conditions, including the obtaining of certain regulatory and other approvals, including approvals by the Canadian Radio-television and Telecommunications Commission. The parties expect to file the relevant applications with the CRTC by December 1, 1999, and anticipate that those applications will be heard by the CRTC in April 2000.

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 as well as providing telecommunications services to individual and business customers. Shaw is traded on the Alberta, Toronto and New York Stock Exchanges.

Corus Entertainment Inc. is Canada's newest media company. Its principal assets consist of a network of 14 radio stations in key Canadian markets, a number of specialty television stations including YTV, Treehouse and CMT, and interests in Teletoon, Telelatino and The Comedy Network. Corus is also a key player in the digital music market (DMX) and local cable advertising services. Corus is listed on The Toronto Stock Exchange.

CanWest Global Communications Corp. (NYSE: CWG; TSE, WSE: CGS.S AND CGS.A, www.canwestglobal.com) is an international media company. CanWest owns, operates and/or holds interests in conventional television, radio and specialty cable channels in Canada, New Zealand, Australia, Ireland and the United Kingdom. The Company's program production and distribution division and new media division operate in several countries throughout the world.

Background

The agreement between CanWest, Shaw, Corus and Cathton as to the reorganization of WIC ends more than 17 months of commercial negotiations between the four shareholders, and on closing will result in the resolution of the current shareholder stalemate.

Since June 1998, CanWest has held an approximate 44% equity interest in WIC, and Shaw and Corus have held approximately 52% of WIC's equity.

Shaw will acquire all of WIC's interest in Canadian Satellite Communications Inc. and certain other assets.

Corus will acquire all of WIC's radio broadcasting stations and certain of its specialty television assets and certain other related interests. The assets being acquired by Corus include interests in:

- CKNW98 - Vancouver; - ROCK101 (CFMI) - Vancouver; - QR 77 (CHQR) - Calgary; - POWER 107 (CKIK) - Calgary; - CHED - Edmonton; - POWER 92 (CKNG) - Edmonton; - CJOB - Winnipeg; - POWER 97 (CJKR) - Winnipeg; - TALK 640 (CHOG) - Toronto; - Q107 (CILQ) - Toronto; - CHML - Hamilton; - Y95 (CJXY) - Hamilton; - WIC Radio Network; - Canadian Broadcast Sales; - Electronic Digital Delivery Inc., including its rights to obtain

a Video on Demand license; - Applications filed with the CRTC to operate certain specialty

television services, including Travel: The Nation on Vacation

Inc.; - WIC Premium Television Ltd.; - Viewer's Choice; - Superchannel; - MovieMax!; - The Family Channel Inc.; - Teletoon; and - WIC's library of programming, other than programming that was

developed originally or specifically for conventional television.

Under the proposed reorganization, CanWest will complete its acquisition of all of WIC's share and in doing so will acquire all of WIC's conventional television broadcasting stations, its interest in ROBTv and certain other assets. The assets being acquired by CanWest include interests in:

- CHAN - Vancouver (operating as BCTV); - CHEK - Victoria; - CHBC - Kelowna; - CITV - Edmonton (operating as ITV); - CICT - Calgary (operating as Calgary 7); - CISA - Lethbridge; - RDTV - Red Deer; - CHCH - Hamilton (operating as ONTV); - CFCF - Montreal; - CTEQ - Montreal; - Western Broadcast Sales; - ROBTv; - Television Quatre Saisons; - Applications filed with the CRTC to operate certain regional

all-news specialty television services; - A license to operate a Video on Demand Service; - WIC Entertainment Ltd.; - Allarcom Studio; - artray Film & Video; - Studio Post & Transfer; - Apple Box Productions; and - WIC's library of programming that was developed originally or

specifically for conventional television.