Rogers Communications Proposes to Launch Exchange Offer for Publicly Held Shares of Rogers Wireless
November 11 2004 - 8:04AM
PR Newswire (US)
Rogers Communications Proposes to Launch Exchange Offer for
Publicly Held Shares of Rogers Wireless Offer of 1.75 Rogers
Communications Shares for each Rogers Wireless Share Falls Above
mid-point of Preliminary Independent Valuation Range TORONTO, Nov.
11 /PRNewswire-FirstCall/ -- Rogers Communications Inc. ("RCI")
announced today that it is proposing to launch an exchange offer
for all of the outstanding Rogers Wireless Communications Inc.
("RWCI") Class B Restricted Voting shares ("RWCI Class B shares")
owned by the public with the consideration being 1.75 RCI Class B
Non-Voting shares ("RCI Class B shares") for each RWCI Class B
share held. RCI currently owns 100% of the RWCI Class A Multiple
Voting shares and approximately 81% of the RWCI Class B shares,
representing an approximate 89% equity interest and an approximate
98% voting interest in RWCI. Based on the November 10, 2004 closing
prices of the RWCI Class B shares and the RCI Class B shares on the
Toronto Stock Exchange, the proposed exchange offer for the RWCI
Class B shares represents an implied price per share of C$50.23 and
a premium of 16%. This implied price represents a 38% premium to
the price paid to AT&T Wireless Inc. in October 2004 for their
34% interest in RWCI. The consideration being offered by RCI to
RWCI shareholders under the proposed offer falls above the
mid-point of the preliminary range of fair values indicated under
the independent valuation described below. "We believe that this
proposal represents an excellent opportunity for both the
shareholders of Rogers Wireless and Rogers Communications," said
Ted Rogers, President and Chief Executive Officer of Rogers
Communications Inc. "Rogers Wireless shareholders will receive a
generous premium for their shares, will benefit from the greater
liquidity of the Rogers Communications shares, and will continue to
own equity in a company with significant Canadian wireless assets,
while all Rogers Communications' shareholders will benefit from the
simplified corporate structure that will result from full ownership
of its three primary operating companies assuming a successful
completion of the offer." At the request of RCI, the Board of
Directors of RWCI established an independent committee to supervise
preparation of a formal independent valuation of the RWCI Class B
shares in accordance with Canadian securities laws. The independent
committee retained BMO Nesbitt Burns Inc. to prepare that
valuation. The valuation is being prepared on an en bloc basis,
with no downward adjustment for liquidity, lack of control or the
effect of the exchange offer, in accordance with the relevant
Ontario and Quebec securities laws and the RWCI Minority
Shareholder Protection Agreement. The RWCI board of directors and
RCI have been advised that the preliminary indicated fair market
value of the RWCI Class B shares determined pursuant to that
valuation is in the range of $46 to $54 per share. RCI has
requested that the independent committee complete its supervision
of the formal independent valuation and report to the Board of
Directors of RWCI with its recommendation in respect of the
proposed offer. RCI's offer is being finalized and awaits
completion of the formal valuation and the final report of the
independent committee. Completion of the proposed offer will be
subject to customary conditions including the absence of any
material adverse change in RWCI and the absence of material
disruption in financial markets. Further details of the offer will
be contained in the take-over bid circular to be mailed to
shareholders in connection with the offer. Subject to receipt of
necessary regulatory approvals, it is anticipated that the offer
will be mailed to RWCI shareholders and that required regulatory
filings in Canada and the U.S. will be made within approximately
ten days. RCI intends to take up and pay for any and all of the
publicly held shares that are tendered to the offer regardless of
the actual number of shares tendered. If a sufficient number of
shares are acquired under the offer, it is RCI's current intention
that it would acquire the remaining publicly held RWCI shares
pursuant to a subsequent going private transaction. The exchange
offer is not being, and will not be, made in any jurisdiction where
not permitted by law. RCI and RWCI urge U.S. holders of RWCI Class
B shares to read the Registration Statement on Form F-10 related to
the exchange offer, as well as other documents that will be filed
with the SEC, as these documents will contain important information
to assist shareholders in making an informed investment decision.
This communication shall not constitute an offer to sell or the
solicitation of an offer to buy, nor shall there by any sale of
securities in any jurisdiction in which the offer, solicitation or
sale would be unlawful prior to registration or qualification under
the securities laws of any such jurisdiction. No offering of
securities shall be made in the U.S. except by means of a
prospectus meeting the requirements of the Securities Act of 1933,
as amended. In connection with the exchange offer, RCI will be
filing materials on SEDAR and in the U.S. with the SEC. Investors
are urged to read these materials because they will contain
important information. Investors may obtain a free copy of these
materials when they become available, as well as other materials
filed on SEDAR and with the SEC concerning RCI at
http://www.sedar.com/ and http://www.sec.gov/. 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. SEC. About
Rogers: Rogers Wireless Communications Inc. (TSX: RCM; 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 5.5 million customers, and has offices in Canadian cities
across the country. Rogers Wireless Communications Inc. is
approximately 89% owned by Rogers Communications Inc. Rogers
Communications Inc. (TSX: RCI; NYSE: RG) is a diversified Canadian
communications and media company. It is engaged in cable
television,high-speed Internet access and video retailing through
Canada's largest cable television provider, Rogers Cable Inc.; in
wireless voice and data communications services through Canada's
leading national GSM/GPRS cellular provider, Rogers Wireless
Communications Inc.; and in radio, television broadcasting,
televised shopping and publishing businesses through Rogers Media
Inc. DATASOURCE: Rogers Communications Inc. CONTACT: (Investment
Community): Bruce M. Mann, (416) 935-3532, ; Eric A. Wright, (416)
935-3550, ; (Media): Jan 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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