/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
22 September 2004 - 12:37AM
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 TO165 sent yesterday at 17:19e the ninth and fourteenth
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 from
Rogers Wireless and the solicitation/recommendation statement from
Microcell regarding the proposed tender offer referenced in the
foregoing information, when they become available, because they
will contain important information. The tender offer statement and
the solicitation/recommendation statement will be filed in Canada
on SEDAR and in the U.S. with the U.S. Securities and Exchange
Commission on the Commission's website. Investors and security
holders may obtain a free copy of the tender offer statement or the
solicitation/recommendation statement (when they are available) and
other documents filed by Rogers Wireless or Microcell on the SEDAR
website at http://www.sedar.com/ and on the Commission's website at
http://www.sec.gov/. The tender offer statement, the
solicitation/recommendation statement and these other documents may
also be obtained for free from Rogers Wireless by directing a
request to . or from Microcell by directing a request to , as
applicable. 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 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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