Catalyst presses Shaw family for answers on media deal with Corus

TORONTO, March 4 (Reuters) - Canadian fund Catalyst Capital,
which has been critical of Corus Entertainment Inc's CJRb.TO
C$2.65 billion acquisition of Shaw Communication's SJRb.TO
media assets, on Friday issued an open letter calling on the
Shaw family that controls both entities to prove that the asset
was sold in a fair, competitive process.
Catalyst, which contends that Corus is overpaying for Shaw's
media assets, called on the family to prove that Shaw ran a sale
process and disclose the number of offers and the price ranges
of the offers it received.
"As the deal is a related party transaction, minority
shareholders in both Corus and Shaw are entitled to know the
asset was sold via a fair, competitive process - not a closed
process in which Corus was forced to bid against itself," said
Catalyst in the statement.
The letter is the latest in an escalating war of words
between the two sides about the merits of the acquisition.
Corus has said Catalyst's claims are misleading and argued
it is paying a fair price for the asset. It has said the deal is
a "heavily negotiated transaction conducted by two large,
sophisticated and thoroughly advised public companies."
Well-known proxy advisory firms ISS and Glass Lewis have
advised shareholders to back the transaction.
ISS in a note to its clients this week said that although
the points raised by Catalyst may have some merit, they have not
challenged the strategic merits of the transaction.
"Without any other certain, potentially superior strategic
alternative in hand which would be widely accepted by market
participants, defeating this transaction would simply block
shareholders from benefiting from the strategic opportunities it
presents," ISS said.
A Corus shareholder vote on the matter is set for March 9.
The transaction must win the approval of more than half Corus'
minority shareholders, given that it is a related-party deal.