NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Blackiron Data (Blackiron) S core Media Inc. (the S core) NOTE 7: BUSINESS COMBINATIONS Transactions with S haw Communications Inc. ( S haw) Pivot Data Centres (Pivot) Other Spectrum Licence Option Deposit Acquisition of Mountain Cable Sale of TVtropolis On April 17, 2013, we closed an agreement to acquire 100% of the common shares of Blackiron for cash consideration of $198 million. Blackiron provides Business Solutions the ability to enhance its suite of enterprise-level data centre and cloud computing services along with fibre-based network connectivity services. We made several acquisitions in 2013, which we describe below. We accounted for these using the acquisition method of accounting in accordance with IFRS 3, Business Combinations, and included the results of operations of the acquired entities from the dates of acquisition in our consolidated statements of income. Goodwill recognized on these acquisitions is not tax deductible. It represents the expected operational synergies with the business acquired and/or intangible assets that do not qualify to be recognized separately. On April 30, 2013, we received final regulatory approval to acquire theScore. We had already paid $167 million on October 19, 2012 to obtain 100% of the common shares of theScore. These shares were held in trust until we received regulatory approval and obtained control of the business. The acquisition builds on our sports broadcasting capabilities and reinforces our delivery of premium sports content to its audiences on their platform of choice. In January 2013, we entered into an agreement with Shaw to secure an option to purchase Shaw’s Advanced Wireless Services (AWS) spectrum holdings in 2014, and to acquire Mountain Cable, Shaw’s cable system in Hamilton, Ontario. As part of the agreement, Shaw acquired our one-third equity interest in TVtropolis. On October 1, 2013, we purchased 100% of the common shares of Pivot for cash consideration of $158 million. Pivot further positions Business Solutions as a leader in Canadian data centre and hosting services and will enhance Business Solutions’ ability to serve key markets with enhanced managed and cloud service offering. In 2013, we completed other individually immaterial acquisitions for total cash consideration of $40 million. We also paid deposits totalling $45 million in late 2013 related to the acquisition of certain dealer stores, which closed on January 2, 2014. This deposit is included in other long-term assets (note 15). The fair values of the assets acquired and liabilities assumed in this acquisition is under review and expected to be finalized in the first quarter of 2014. On May 1, 2013, we closed the agreement with Shaw to purchase 100% of the common shares of Mountain Cable for cash consideration of $398 million. Mountain Cable delivers a full bundle of advanced cable television, Internet and telephony services over its recently upgraded hybrid fibre and coaxial cable network. The acquisition expands our cable business in the Southern Ontario area and will allow us to drive synergies through a larger service area and cost efficiencies. In 2013, we paid total deposits of $250 million for the option to purchase Shaw’s AWS spectrum holdings pending regulatory approval, and included the deposits in other long-term assets in the consolidated statements of financial position. Under the agreement, $200 million of this balance is refundable if the transaction does not close. We do not expect to exercise the spectrum licence option until late 2014, and it is subject to approval by Industry Canada. In 2013, we closed the transaction to sell our one-third interest in TVtropolis after obtaining regulatory approval from the CRTC. We received proceeds of $59 million and recorded a gain of $47 million in other income. 104 ROGERS COMMUNICATIONS INC. 2013 ANNUAL REPORT