09-21-2004, 03:59 PM
Rogers Wireless Announces Agreement to Purchase Microcell Telecommunications for C$35 Per Share
Microcell Board Recommends Shareholders Tender to Rogers Wireless Offer
TORONTO AND MONTREAL, Sept. 20 /CNW/ - 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, André 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 may obtain
a free copy of materials filed by Rogers Wireless and Microcell in Canada on
SEDAR and in the U.S. on EDGAR.
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® 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.
%SEDAR: 00003765E
For further information: Rogers: Investment Community: Bruce M. Mann,
(416) 935-3532, bruce.mann@rci.rogers.com; Eric Wright, (416) 935-3550,
eric.wright@rci.rogers.com; Media: Jan L. Innes, (416) 935-3525,
jan.innes@rci.rogers.com; Heather Armstrong, (416) 935-6379,
heather.armstrong@rci.rogers.com; Microcell: Investment Community:
Thane Fotopoulos, (514) 937-0102, ext. 8317, thane.fotopoulos@microcell.ca;
Media: Claire Fiset, (514) 937-0102, ext. 7824, claire.fiset@microcell.ca;
Karen Berkhout, (604) 783-0701, karen.berkhout@microcell.ca;
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.
http://www.newswire.ca/en/releases/archive...4/20/c1299.html
http://www.cbc.ca/story/business/national/...ers_040920.html
Microcell Board Recommends Shareholders Tender to Rogers Wireless Offer
TORONTO AND MONTREAL, Sept. 20 /CNW/ - 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, André 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 may obtain
a free copy of materials filed by Rogers Wireless and Microcell in Canada on
SEDAR and in the U.S. on EDGAR.
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® 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.
%SEDAR: 00003765E
For further information: Rogers: Investment Community: Bruce M. Mann,
(416) 935-3532, bruce.mann@rci.rogers.com; Eric Wright, (416) 935-3550,
eric.wright@rci.rogers.com; Media: Jan L. Innes, (416) 935-3525,
jan.innes@rci.rogers.com; Heather Armstrong, (416) 935-6379,
heather.armstrong@rci.rogers.com; Microcell: Investment Community:
Thane Fotopoulos, (514) 937-0102, ext. 8317, thane.fotopoulos@microcell.ca;
Media: Claire Fiset, (514) 937-0102, ext. 7824, claire.fiset@microcell.ca;
Karen Berkhout, (604) 783-0701, karen.berkhout@microcell.ca;
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.
http://www.newswire.ca/en/releases/archive...4/20/c1299.html
http://www.cbc.ca/story/business/national/...ers_040920.html