ROGERS COMMUNICATIONS INC.
4.350% Senior Notes due 2049 (CUSIP No. 775109 BN0) The Offers (as defined below) will each expire at 5:00 p.m. (Eastern time) on July 18, 2025, unless extended or earlier terminated (such date and time with respect to an Offer, as the same may be extended with respect to such Offer, the Expiration Date). Notes (as defined below) tendered for purchase may be validly withdrawn at any time at or prior to 5:00 p.m. (Eastern time) on July 18, 2025 (such date and time with respect to an Offer, as the same may be extended with respect to such Offer, the Withdrawal Date), but not thereafter, unless extended by us as described below. The Offers are being made upon the terms and subject to the conditions set forth in this offer to purchase (as it may be amended or supplemented from time to time, the Offer to Purchase) relating to the debt securities of the series listed in the table below (collectively, the Notes) and in the notice of guaranteed delivery attached as Appendix A hereto (the Notice of Guaranteed Delivery and, together with this Offer to Purchase, the Tender Offer Documents).
(1) Subject to the satisfaction or waiver by the Company of the conditions of the Offers described in this Offer to Purchase, if the Consideration Cap Condition is not satisfied with respect to all series of Notes, we will accept Notes for purchase in the order of their respective Acceptance Priority Level specified in this table (each, an Acceptance Priority Level, with 1 being the highest Acceptance Priority Level and 8 being the lowest Acceptance Priority Level). It is possible that a series of Notes with a particular Acceptance Priority Level will not be accepted for purchase even if one or more series with a higher or lower Acceptance Priority Level are accepted for purchase. (2) No representation is made by the Company as to the correctness or accuracy of the CUSIP numbers or ISINs listed in this Offer to Purchase or printed on the Notes. They are provided solely for convenience. (3) For each series of Notes, the calculation of the applicable Total Consideration (as defined below) may be performed to either the maturity date or such par call date, in accordance with standard market convention. See Annex A to this Offer to Purchase for an overview of the calculation of the Total Consideration (including additional detail regarding the use of par call dates in such calculations). (4) The total consideration for each series of Notes (such consideration, the Total Consideration) payable per each US$1,000 principal amount of such series of Notes validly tendered for purchase will be based on the applicable fixed spread (as specified in this table, the Fixed Spread) for such series of Notes, plus the applicable yield (the Reference Yield) based on the bid-side price of the applicable U.S. Treasury reference security as specified in this table (as applicable to each such series of Notes, the Reference Security) as quoted on the applicable Bloomberg page (with respect to each Reference Security, the Bloomberg Reference Page) as of 2:00 p.m. (Eastern time) on July 18, 2025, unless extended by the Company with respect to the applicable Offer (such date and time with respect to an Offer, as the same may be extended by the Company with respect to such Offer, the Price Determination Date). The sum of the Fixed Spread and the Reference Yield is referred to as the Offer Yield. The formula for determining the Total Consideration is set forth on Annex A hereto. See Description of the OffersDetermination of the Total Consideration. The Total Consideration does not include the applicable Accrued Coupon Payment, which will be payable in cash in addition to the applicable Total Consideration. To view copie(s) of the Tender Offers document(s) please click on the link(s) below The Information and Tender Agent for the Offers is:
Any questions regarding the terms of the Offers may be directed to the following Joint Lead Dealer Managers at their respective addresses, email addresses and telephone numbers listed below. The Joint Lead Dealer Managers for the Offers are:
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