Rogers Communications and AT&T Wireless Enter Agreement to Facilitate Possible Sale by AT&T Wireless of its Entire 34% Stake in
04 September 2004 - 1:18AM
PR Newswire (US)
Rogers Communications and AT&T Wireless Enter Agreement to
Facilitate Possible Sale by AT&T Wireless of its Entire 34%
Stake in Rogers Wireless TORONTO, Sept. 3 /PRNewswire-FirstCall/ --
Rogers Communications Inc. ("RCI") and Rogers Wireless
Communications Inc. ("Rogers Wireless") announced today that RCI
has entered into a letter agreement with AT&T Wireless
Services, Inc. ("AWE") on behalf of JVII General Partnership
("JVII") to facilitate a possible sale by JVII of 48.6 million
shares of Class B Restricted Voting shares of Rogers Wireless.
Under the terms of the letter agreement, RCI has agreed to assist
JVII in offering to sell all, but not less than all, of its shares
of Rogers Wireless. The sales would be made in Canada and the U.S.
pursuant to exemptions from the prospectus and registration
requirements of Canadian and U.S. securities laws (collectively,
the "Proposed Transactions"). The letter agreement terminates if
the Proposed Transactions are not completed on or prior to
September 30, 2004. The decision to sell its shares of Rogers
Wireless pursuant to the Proposed Transactions is in JVII's sole
discretion. Accordingly, there can be no assurance that JVII's
shares of Rogers Wireless will be sold in the Proposed
Transactions. Currently JVII owns an aggregate of 48.6 million
Class A Multiple Voting shares and Class B Restricted Voting shares
of Rogers Wireless. RCI owns approximately 55.5% of the equity of
Rogers Wireless and the remaining 10.6% ownership is publicly owned
and traded in Canada and the U.S. If a sale of JVII's Rogers
Wireless shares is completed as contemplated by the letter
agreement, the result would be that RCI's ownership of the
outstanding Class A Multiple Voting shares of Rogers Wireless would
increase from 69.4% today to 100%. In connection only with the
Proposed Transactions, RCI has waived its right of first
negotiation under its existing shareholders agreement with Rogers
Wireless and JVII dated August 16, 1999, as amended (the
"Shareholders Agreement"). Prior to the completion of any Proposed
Transactions, JVII is required to convert all of its Class A
Multiple Voting shares of Rogers Wireless into Class B Restricted
Voting shares of Rogers Wireless, and, in addition, no one person
upon completion of the Proposed Transactions may have acquired more
than 5% (10% for certain suppliers to Rogers Wireless) of the
outstanding equity shares of Rogers Wireless. Under the letter
agreement, if JVII wishes to proceed with the Proposed Transactions
at a sale price that is equal to or less than C$36.00 per share,
net of commissions and expenses, RCI has the right to purchase all
of the shares being offered for sale at the proposed final net sale
price per share. In order to exercise that right, RCI must give
notice to JVII no later than 24 hours from receipt of a sale notice
from JVII. RCI has made no decision whether it would exercise its
right to purchase JVII's 48.6 million shares of Rogers Wireless
should such shares be offered to it by JVII in accordance with the
terms of the letter agreement. RCI and Rogers Wireless are
continuing to consider various other corporate initiatives that
either or both might pursue. These include but are not limited to
reviewing current wireless industry developments and consolidation
activities and the related possibility of offering to purchase,
alone or with others, shares or assets of Microcell
Telecommunications Inc., and additional operational integration
opportunities amongst the RCI operating companies. Neither RCI nor
Rogers Wireless has made any decision in respect of any such
matters and there is no assurance that any such initiatives will be
pursued. Upon the closing of the Proposed Transactions, the
Shareholders' Agreement will terminate, including certain
governance and other rights of JVII thereunder, and JVII's four
nominees on the board of Rogers Wireless will resign immediately
thereafter. A copy of the above referenced letter agreement will be
filed by RCI in Canada on SEDAR and in the U.S. on EDGAR. The
shares of Rogers Wireless to be offered in the Proposed
Transactions have not been and will not be registered under the
U.S. Securities Act of 1933 and may not be sold in the U.S. absent
registration or an applicable exemption from registration
requirements. Neither RCI nor Rogers Wireless will receive any
proceeds from the Proposed Transactions. Cautionary Statement
Regarding Forward Looking Information: This news release includes
certain forward looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995 that involve risks
and uncertainties. We caution that actual future performance will
be affected by a number of factors, including technological change,
regulatory change and competitive factors, many of which are beyond
our control. Therefore, future events and results may vary
substantially from what we currently foresee. We are under no
obligation to (and expressly disclaim any such obligation to)
update or alter any forward looking statements whether as a result
of new information, future events or otherwise. Important
additional information identifying risks and uncertainties is
contained in our most recent Annual Reports and Annual Information
Forms filed with the applicable Canadian securities regulatory
authorities and the U.S. Securities and Exchange Commission. About
the Companies: Rogers Communications Inc. (TSX: RCI.A and RCI.B;
NYSE: RG) is a diversified Canadian communications and media
company, which is engaged in cable television, high-speed Internet
access and video retailing through Canada's largest cable
television provider Rogers Cable Inc.; wireless voice and data
communications services through Canada's leading national GSM/GPRS
cellular provider Rogers Wireless Communications Inc.; and radio,
television broadcasting, televised shopping and publishing
businesses through Rogers Media Inc. Rogers Wireless Communications
Inc. (TSX: RCM.B; NYSE: RCN) operates Canada's largest integrated
wireless voice and data network, providing advanced voice and
wireless data solutions to customers from coast to coast on its
GSM/GPRS network, the world standard for wireless communications
technology. The Company has approximately 4.1 million customers,
and has offices in Canadian cities across the country. Rogers
Wireless Communications Inc. is approximately 55.5% owned by Rogers
Communications Inc. and 34.0% owned by AT&T Wireless Services,
Inc. DATASOURCE: Rogers Communications Inc. CONTACT: Bruce M. Mann,
(416) 935-3532, ; Eric Wright, (416) 935-3550,
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