UPDATE 1-Catalyst presses Shaw family for answers on media deal with Corus

(New throughout, adds OSC to hold hearing, interview with
Catalyst executive)
By Alastair Sharp and Euan Rocha
TORONTO, March 4 (Reuters) - Canadian fund Catalyst Capital,
a fierce critic of Corus Entertainment Inc's CJRb.TO C$2.65
billion ($2 billion) bid for Shaw Communications Inc's SJRb.TO
media assets, on Friday called on the Shaw family that controls
both companies to prove the deal was the result of a fair,
competitive process.
Ontario's securities regulator said it would hold a hearing
later on Friday to consider whether to approve the deal in light
of Catalyst's complaints.
A Corus shareholder vote is set for March 9. The transaction
must win the approval of more than half Corus' minority
shareholders, given it is a related-party deal.
In an open letter, Catalyst, which contends Corus is
overpaying for the assets, called on the family to disclose the
number of offers and the price ranges of the offers it received.
"If they voluntarily want to clean up the disclosure they
get to look like heroes," Catalyst founder and managing partner
Newton Glassman said in an interview.
Corus declined to comment on the latest salvo from Catalyst.
Shaw Communications was not immediately able to respond,
while requests via both companies for comment from the family
were not immediately returned.
Corus has previously said any other potential buyer of the
Shaw assets would have had to pay roughly 10 percent more in
contributions to a broadcast regulator since it would involve a
change of control of a broadcaster.
It has called Catalyst's claims misleading and argued it is
paying a fair price. It has said the deal is a "heavily
negotiated transaction conducted by two large, sophisticated and
thoroughly advised public companies."
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 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.
Glassman said Catalyst believes it has the support of enough
minority investors to vote down the deal next week.
He declined to say what actions Catalyst could take if the
vote passes, but said "one should easily assume we have not
emptied our toolbox."
($1 = 1.3336 Canadian dollars)