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SHAW Communications Inc. to Acquire Fundy Communications.

CALGARY, Alberta--(BUSINESS WIRE)--April 29, 1999--

SHAW(TSE:SJR.B.) (Alberta Stock Exchange:SJR.B.) (Alberta Stock Exchange:SJR.A.) (NYSE:SJR) SHAW Communications Inc. announced today that it has agreed, subject to receipt of required regulatory approvals, to acquire 100 percent of the issued and outstanding shares of Fundy Communications Inc. ("Fundy"), which operates cable television systems serving approximately 192,000 subscribers, primarily in New Brunswick.

As part of the transaction, SHAW will also acquire the telecommunications fiber backbone network which interconnects 90 percent of the communities served in New Brunswick, the fiber interconnection between Moncton, New Brunswick and Halifax and Dartmouth, Nova Scotia, as well as a cross-border fiber interconnect with AT&T to Bangor, Maine. This fiber network spans 3200 route kilometers of which 2700 is situated in New Brunswick and 500 in Nova Scotia. It is strategically important in that it will facilitate the launch of digital cable and Shaw(a)Home high speed internet access service in both New Brunswick and Nova Scotia, as well as enabling SHAW to take advantage of other potential synergies and economies in the regions. As part of this transaction, SHAW will grant a 20 year Irrevocable Right of Use (IRU) for 50 percent of the fiber network to CI Communications (a new company owned by a number of the current shareholders of Fundy) to operate a telecommunications business in New Brunswick.

In commenting on the transaction, Jim Shaw, President and Chief Executive Officer of SHAW, said: "We were pleased to be invited to participate in the bid process for the Fundy systems, and are delighted that we were selected to be the purchaser. This acquisition, combined with our pending purchase of Access Communications in Nova Scotia (subject to regulatory approvals) will result in our having a significant critical mass of over a quarter million subscribers in Atlantic Canada joined by a single network, with significant opportunities to lower signal distribution, marketing and telecommunications costs, and to create a menu of programming and internet-based services that would be available throughout the two provinces. As the largest cable operator in Atlantic Canada, Fundy has a core of highly-skilled cable television and telecommunications staff in New Brunswick. SHAW looks forward to supporting the objectives of the provincial government to attract more high-quality personnel to the province to support its new Internet and digital service launches".

The purchase price for Fundy is $460 million, approximately $150 million of which will be satisfied by the issuance of Class B Shares of SHAW. The shares will be valued based upon the 20-day average trading price immediately prior to closing the transaction.

SHAW Communications Inc. is a diversified Canadian communications company whose core business is providing television services to approximately 1.5 million customers. It also has significant interests in radio broadcasting, television networks and direct to home satellite television service, as well as providing telecommunications and paging services to individual and business customers. SHAW is traded on the Alberta, Toronto and New York Stock Exchanges. -0-

Shaw Communications Inc. to Acquire Fundy Communications

What Did We Buy?
--------------------------------------------------------------

- Shaw Communications to acquire Fundy Communication's cable
 operation in New Brunswick

- 192,000 cable customers in New Brunswick

- Shaw will also acquire the telecommunications fiber backbone network
 which interconnects 90 percent of the communities served in New
 Brunswick, the fiber interconnection between Moncton, New Brunswick
 and Halifax and Dartmouth, Nova Scotia, as well as a cross-border
 fiber interconnect with AT&T to Bangor, Maine. This fiber network
 spans 3,200 route kilometers of which 2,700 is situated in New
 Brunswick and 500 in Nova Scotia.


Fundy Overview
--------------------------------------------------------------

 YE 1999 EST
 ------------------
Homes passed 225,000
Customers 192,000
Penetration (Percent) 85.3
Extended Tier Customers 130,000
Extended Tier Penetration (Percent) 67.7
Internet Customers (Dial-Up) 2,600

Why Fundy Communications?
--------------------------------------------------------------
- Good Strategic fit

- Major cluster in New Brunswick and Nova Scotia serving
 275,000 customers

- Fiber to the US border (Maine) will facilitate launch of
 Shaw(a)Home and other advanced services

Attributes
--------------------------------------------------------------
 1999 Estimated
 Fundy Shaw
 -----------------------
Average Revenue/Customer (annual) $390 $430
Basic Penetration (Percent) 83.6 77.3
Basic Customer Growth (Percent) 1.1 1.5
Internet Penetration (Percent) 1.4 6.9
Digital Penetration (Percent) 0 8.2

Terms & Valuation
--------------------------------------------------------------
Purchase Price $460 million
1999E Cash Flow $41 million
YE99 Estimated Customers 192,000
Statistics
Cash Flow Multiple, First Year 11.2X
Per Subscriber Multiple $2,400

Scale Economics
--------------------------------------------------------------
 Homes Passed Subscribers
 ------------------------------
Access Communications 111,000 82,000
Fundy Communications 225,000 192,000
Atlantic Canada Totals 336,000 274,000
Chilliwack 24,000 20,000
Shaw Communications (existing) 1,963,000 1,516,000
New Totals 2,323,000 1,810,000


A map is avaliable of Shaw Cablesystems on the Internet at http://www.shaw.ca
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Copyright 1999, Gale Group. All rights reserved. Gale Group is a Thomson Corporation Company.

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Publication:Business Wire
Geographic Code:1CNBR
Date:Apr 29, 1999
Words:795
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