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Rogers rejects possible meeting between ex-chair and his preferred board appointees

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TORONTO — The bruising battle for control of Rogers Communications Inc. continued on Saturday, with the company claiming its recently ousted chairman intends to hold a weekend meeting with a slate of hand-picked directors and pre-emptively rejecting the outcome of any such gathering.

The company issued a statement saying any meeting between Edward Rogers and the five people he tapped to join the company's board is both illegal and invalid.

It's the latest salvo in an ongoing feud at the telecom giant, which found itself embroiled in turmoil this week amid media reports that Edward Rogers tried to replace the company's current chief executive officer among other changes to corporate leadership.

"The proposal by Mr. Edward Rogers to hold a purported board meeting with his proposed slate of directors this weekend does not comply with laws of British Columbia, where Rogers Communications Inc. is incorporated, and is therefore not valid," newly minted board chairman John MacDonald said in a statement.

"Accordingly, the purported board meeting and anything that may arise from such a meeting is also invalid. It is disappointing that the former chairman is attempting to act unilaterally without regard for the interests of the company and all of Rogers' shareholders."

Edward Rogers insisted his board was legitimate in an emailed statement.

"The new board and the company have important business to attend to and we will not engage in debates in the media with former directors," he wrote.

"A meeting of the board will proceed as planned."

Rogers statement offered no details as to when the meeting would take place or who would be in attendance.

Edward Rogers, who was removed as board chair on Thursday but has retained his board seat, is seeking to assert control over the largely family-run company. The son of company founder Ted Rogers also remains as chair of the Rogers Control Trust, the controlling shareholder, which, along with Rogers family members, owns 97 per cent of Class A voting shares.

The corporate sparring began after Edward Rogers unsuccessfully attempted to oust current CEO Joe Natale, appoint former chief financial officer Tony Staffieri to the role instead and replace other members of the leadership team, according to media reports.

Multiple reports say the plan to replace Natale was blocked by other board members, including Edward Rogers' sisters and mother, and his attempt at shaking up the firm led to him being replaced as chairman.

But Edward Rogers would not give up. In a news release late Thursday, he announced his plan to remove independent directors John Clappison, David Peterson, Bonnie Brooks, Ellis Jacob and MacDonald from the company's board.

In their place, he named Michael Cooper, Jack Cockwell, Jan Innes, Ivan Fecan and John Kerr as the new directors.

Hours later, the company fired back with a statement rejecting Edward Rogers' proposed candidates and asserting the board makeup would remain intact. MacDonald said the declaration was made after seeking legal advice.

Natale offered public comment on Saturday for the first time since the saga began, issuing a statement reaffirming his commitment to both company shareholders and a proposed takeover of rival Shaw Communications Inc. Natale is widely viewed as the architect of the $26 billion deal, which is still awaiting regulatory approval.

"We remain fully focused on successfully coming together with Shaw to deliver the next phase of Rogers' strategic growth and better serve Canadians in communities from coast to coast," Natale said in the statement.

Edward Rogers said in his Saturday statement that securing approval for the Shaw deal would be one of the key areas of focus at his planned meeting.

One of Edward Rogers' sisters also weighed in via Twitter, making clear her opposition to her brother's moves.

"Unlike Ed I have no lawyers, PR spin firms, staff or media training. Don’t need it," Martha Rogers wrote. "I’m no one special, just a fairly ordinary woman put in extraordinary circumstances. Ted put me on the board as a check and balance to ensure nothing this insane occurs. This is for you Dad."

This report by The Canadian Press was first published Oct. 23, 2021.

Companies in this story: (TSX:RCI.B)

The Canadian Press

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