Rogers Communications to Acquire AT&T Wireless' Stake in Rogers Wireless, 34% Stake to be Acquired for Cash Purchase Price of C$
13 September 2004 - 9:11PM
PR Newswire (US)
Rogers Communications to Acquire AT&T Wireless' Stake in Rogers
Wireless, 34% Stake to be Acquired for Cash Purchase Price of
C$36.37 per Share Customers of Both Companies to Continue Enjoying
the Powerful Benefits of Seamless Wireless Voice and Data Roaming
Between Canada and the U.S. on North America's Largest Combined
GSM/GPRS Network TORONTO, Sept. 13 /PRNewswire-FirstCall/ -- Rogers
Communications Inc. ("RCI") and Rogers Wireless Communications Inc.
("Rogers Wireless") announced today that RCI has entered into an
agreement with JVII General Partnership ("JVII"), a partnership
owned by AT&T Wireless Services, Inc., whereby RCI has agreed
to purchase all of JVII's 27,647,888 Class A Multiple Voting shares
("Class A shares") and 20,946,284 Class B Restricted Voting shares
("Class B shares") of Rogers Wireless for a cash purchase price of
C$36.37 per share. Closing of the transaction is expected to occur
on or about October 13, 2004, with RCI entitled to accelerate that
date upon written notice to JVII. Upon closing, JVII will convert
the Class A shares into Class B shares of Rogers Wireless. Also
upon closing, the shareholders' agreement among RCI, Rogers
Wireless and JVII dated August 16, 1999, as amended, and the
registration rights agreements between RWCI and JVII, also dated
August 16, 1999, will terminate. Under the purchase agreement, JVII
has agreed that its consent is not required under the shareholders'
agreement in order for RCI or Rogers Wireless to offer to purchase
or acquire shares or assets of Microcell Telecommunications Inc.
This provision is to enhance the flexibility of RCI and Rogers
Wireless as it pertains to their ongoing review of 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. Neither RCI nor
Rogers Wireless has made any decision in respect of any such
matters and there is no assurance that any such initiative will be
pursued. RCI plans to fund the approximate C$1,767.4 million cash
purchase price for the 48.6 million Rogers Wireless shares through
a bridge financing facility of up to two years with a group of
Canadian financial institutions. The sale by AWE of its shares of
Rogers Wireless does not impact or change the extensive North
American wireless voice and data roaming capabilities between the
companies. Customers of both Rogers Wireless and AWE will continue
to enjoy the powerful benefits of seamless wireless roaming between
Canada and the U.S. on North America's largest combined GSM/GPRS
network. RCI currently owns 62,820,371 Class A Multiple Voting
shares representing approximately 69.4% of such class of shares and
16,317,644 Class B Restricted Voting shares of Rogers Wireless
representing approximately 31.1% of such class of shares. After
giving effect to the purchase by RCI and the conversion by JVII of
the Class A shares, Rogers Communications will own 62,820,371
Rogers Wireless Class A Multiple Voting shares representing all of
such class of shares and 64,911,816 Rogers Wireless Class B
Restricted Voting shares representing approximately 80.9% of such
class of shares. RCI will acquire ownership and control over all of
such shares and is not acting with any joint actor in connection
with the purchases or the ownership of such shares. The Class A
shares and Class B shares are being acquired for investment
purposes. RCI has no current intention of acquiring ownership of or
control or direction over any additional Class B shares. 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 events will
be affected by a number of factors, many of which are beyond our
control, and therefore 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 currently 55%
owned by Rogers Communications Inc. and 34% owned by AT&T
Wireless Services, Inc. DATASOURCE: Rogers Communications Inc.
CONTACT: (Investment Community): Bruce M. Mann,(416) 935-3532, ;
Eric Wright, (416) 935-3550, ; (Media): Jan L. Innes, (416)
935-3525, ; Archived images on this organization are available
through CNW E-Pix at http://www.newswire.ca/. Images are free to
members of The Canadian Press.
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