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Shaw (SJR) has agreed to pay US$785mln (or US$22.90/share) for all shares of Moffat Comm that it doesn't already own, with chmn/pres Randall Moffat selling has 52% stake for a set on Shaw's board. The moves continues the consolidation trend north of the border, as Moffat owns several systems in Western Canada (including ones in Edmonton and Winnipeg) where Shaw is forming a cluster. It now has control of 5 of Canada's biggest western cities: Calgary, Edmonton, Vancouver, Winnipeg, Manitoba and Victoria, British Columbia. -- USA (USAI) sold its USA Broadcasting group (13 stations and minority interests in 4 others) to Univision (UVN) for $1.1bln cash. Barry Diller cited his "desire to focus our time, effort and investments...on cable program services and the production and distribution of television and theatrical motion pictures" as a reason for the sale. -- Mediacom (MCCC) agreed to pay $34mln for 14K-subs worth of cable systems in and around Fairhope, AL from a subsidiary of AT&T Broadband. The deal pushes Mediacom's sub-base to 1.2mln in 22 states, including the acquisition of 53K subs for $109.2mln this year. Meadiacom dropped more than 5% yesterday after it lowered the estimate for online subs it will have by the end of the year to 15K.