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TORONTO, Feb 23 (Reuters) - Corus Entertainment Inc could face a shareholder revolt against plan by its controlling family to buy media assets from a related company, Shaw Communications Inc, a wrinkle that could also complicate Shaw's wireless strategy.
A Corus investor, Catalyst Capital, has written to market regulators to challenge the C$2.65 billion ($1.92 billion) deal, according to a report in the Financial Post newspaper.
Corus said it rejects Catalyst's allegations that the Shaw family - which controls both Corus and Shaw - stood to gain at least C$50 million from the transaction and challenged the investor's calculation of the fair value of the Shaw Media unit.
Corus won the backing of proxy advisory firm ISS on Monday, ahead of a shareholder vote due on March 9. ISS said the strategic appeal of the deal, which gives Corus more than one-third of Canada's English-language television audience, offsets concerns about rising debt levels.
The deal must win the approval of more than half Corus' minority shareholders, given that it is a related-party transaction.
Corus, which was spun off from Shaw more than 15 years ago, agreed to buy Shaw's media portfolio in a cash-and-stock deal announced in January that would help Shaw fund a wireless acquisition.
Credit rating agency Moody's has warned that Shaw's creditworthiness could be hit by any hiccups in its plan to use the proceeds of the Corus sale to fund its C$1.6 billion purchase of Wind Mobile, the country's fourth-largest wireless provider.
Shaw expects the Wind Mobile deal to close on March 1. ($1 = 1.3785 Canadian dollars) (Reporting by Alastair Sharp; diting by Steve Orlofsky)