/R E V I S I N G and U P D A T I N G - Rogers Wireless Announces Agreement to Purchase Microcell Telecommunications for C$35 Per
21 September 2004 - 12:19AM
PR Newswire (US)
/R E V I S I N G and U P D A T I N G - Rogers Wireless Announces
Agreement to Purchase Microcell Telecommunications for C$35 Per
Share/ In TO148 sent today at 8:07e the ninth paragraph has been
updated. Revised copy follows: TORONTO AND MONTREAL, Sept. 20
/PRNewswire-FirstCall/ -- Rogers Wireless Communications Inc.
("Rogers Wireless"), Rogers Communications Inc. ("RCI") and
Microcell Telecommunications Inc. ("Microcell") jointly announced
today that Rogers Wireless and Microcell have entered into an
agreement under which Rogers Wireless will make an all cash bid for
Microcell securities totaling approximately C$1.4B. Rogers Wireless
has agreed to purchase Microcell's Class A Restricted Voting shares
and Class B Non-Voting shares for C$35.00 per share. As well,
Rogers Wireless will offer to purchase the 2005 warrants for
C$15.79 and 2008 warrants for C$15.01. Subject to regulatory
approvals and Microcell shareholder acceptance, this transaction is
expected to close before the end of the year. The combined
businesses will operate Canada's only nationwide GSM/GPRS/EDGE
wireless network and will serve over 5.1 million voice and data
customers. This transaction also creates a company of measurably
increased scale allowing for significant opportunities for
operating and capital spending efficiencies. The members of the
Board of Directors of Microcell have agreed that the Rogers
Wireless offer is fair to the shareholders of Microcell and in the
best interests of their company. The Board of Directors of
Microcell has agreed to recommend to its shareholders to support
the Rogers Wireless offer. The Board of Directors received opinions
from its financial advisors, JP Morgan Securities Inc. and
Rothschild that the Rogers Wireless offer is fair, from a financial
point of view, to the shareholders of Microcell. "This transaction
will position Rogers to better compete against incumbent telco
wireless operators in Canada," said Ted Rogers, President and CEO
of RCI. "It also ensures a healthy, competitive marketplace and all
of the associated benefits for wireless customers across Canada."
"The combination of Rogers Wireless and Microcell will offer our
customers the strength of our common network, operating on the
world standard GSM technology, and continued leadership in
delivering innovative wireless solutions," said Nadir Mohamed,
President and CEO, Rogers Wireless. "The combination will make
Rogers Wireless the largest wireless operator in Canada with over
5.1 million voice and data customers across the country and with
pro forma network revenues of approximately $3.0 billion."
Microcell's President and CEO, Andre Tremblay stated "We believe
that this transaction constitutes an attractive opportunity for our
customers and our shareholders alike. It allows for the
continuation of the Fido brand in the marketplace, ensures our
customers will continue to receive excellent service and offers
them the benefit, upon closing, of significantly enhanced wireless
coverage across Canada." Rogers Wireless intends to finance the
purchase through cash on hand, drawdown of its C$700 million bank
credit facility and through bridge loan of up to C$900 million from
RCI. RCI will fund the bridge loan through cash on hand and
drawdown of credit facilities at its other subsidiaries. The Rogers
Wireless offer is subject to receipt of certain regulatory
approvals and other customary conditions, including a requirement
that two- thirds of the shares must be tendered. Under certain
circumstances, a fee of $45 million is payable by Microcell to
Rogers Wireless, including if a superior proposal is recommended by
the Board of Directors of Microcell. Documents relating to the
Rogers Wireless offer are expected to be sent to Microcell's
securityholders within ten business days. Investors and
securityholders are urged to read the tender offer statement
regarding the proposed tender offer referenced in the foregoing
information, when it becomes available, because it will contain
important information. The tender offer statement will be filed in
Canada on SEDAR and in the U.S. with the U.S. Securities Exchange
Commission on the Commission's website. Investors and security
holders may obtain a free copy of the tender offer statement (when
it is available) and other documents filed by Rogers Wireless on
the SEDAR website at http://www.sedar.com/ and on the Commission's
website at http://www.sec.gov/. The tender offer statement and
these other documents may also be obtained for free from Rogers
Wireless by directing a request to . TD Securities Inc. is acting
as financial advisor to Rogers Wireless on this transaction. J.P.
Morgan Securities Inc. and Rothschild are acting as financial
advisors to Microcell on this transaction. 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/EDGE 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
over 3.9 million voice and data 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. Microcell
Telecommunications Inc. (TSX: MT.A and MT.B) is a major provider,
through its subsidiaries, of telecommunications services in Canada
dedicated solely to wireless. Microcell offers a wide range of
voice and high- speed data communications products and services to
approximately 1.2 million customers. Microcell operates a GSM
network across Canada and markets Personal Communications Services
(PCS) and General Packet Radio Service (GPRS) under the Fido(R)
brand name. Microcell has been a public company since October 15,
1997, and is listed on the Toronto Stock Exchange. 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. Reminder to holders of Microcell Class A
Restricted Voting Shares and Class B Non-Voting Shares Microcell
reminds the holders of its Class A Restricted Voting Shares and
Class B Non-Voting Shares that (i) each Class A Restricted Voting
Share may, at the option of the holder, be exchanged at any time
for one Class B Non- Voting Share and (ii) each Class B Non-Voting
Share may, at the option of the holder by providing a declaration
of Canadian residency to the Company's transfer agent, be exchanged
at any time for one Class A Restricted Voting Share. Fido is a
registered trademark of Microcell Solutions Inc. DATASOURCE: Rogers
Wireless Communications Inc. CONTACT: Rogers: Investment Community:
Bruce M. Mann, (416) 935-3532, ; Eric Wright, (416) 935-3550, ;
Media: Jan L. Innes, (416) 935-3525, ; Heather Armstrong, (416)
935-6379, ; Microcell: Investment Community: Thane Fotopoulos,
(514) 937-0102, ext. 8317, ; Media: Claire Fiset, (514) 937-0102,
ext. 7824, ; Karen Berkhout, (604) 783-0701, ; 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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