Rogers Communications Successful in Exchange Offer for Rogers Wireless Shares
December 31 2004 - 8:47AM
PR Newswire (US)
Rogers Communications Successful in Exchange Offer for Rogers
Wireless Shares 93.5% of Publicly Held Rogers Wireless Shares
Tendered to the Exchange Offer; TORONTO, Dec. 31
/PRNewswire-FirstCall/ -- Rogers Communications Inc. ("RCI")
announced today that it and its wholly-owned subsidiary RWCI
Acquisition Inc. (the "Offerors") have acquired 93.5% of the Rogers
Wireless Communications Inc. ("RWCI") Class B Restricted Voting
shares ("RWCI Restricted Voting shares") held by the public under
the exchange offer which expired last night. The results are
sufficient to enable the Offerors to proceed immediately to take
Rogers Wireless private. RCI's exchange offer to purchase any or
all of the publicly owned RWCI Restricted Voting shares, with the
consideration being 1.75 RCI Class B Non-Voting shares for each
RWCI Restricted Voting share held, was announced on November 11,
2004 and was mailed to RWCI shareholders, along with RWCI's
Directors' Circular, on November 25, 2004. Prior to the expiry time
last night, 14,991,077 RWCI Restricted Voting shares were validly
tendered in the offer and not properly withdrawn. This represents
approximately 93.5% of the total number of outstanding RWCI
Restricted Voting shares not owned by the Offerors. The Offerors
have taken up and accepted for payment all of the RWCI Restricted
Voting shares validly tendered to the offer and not withdrawn prior
to the expiry time, and as a result, RCI and its affiliates now own
79,902,893 RWCI Restricted Voting shares, representing
approximately 98.7% of the RWCI Restricted Voting shares
outstanding, and 62,820,371 RWCI Class A Multiple Voting shares,
representing 100% of the RWCI Class A Multiple Voting shares
outstanding. Accordingly, the Offerors have acquired sufficient
RWCI Restricted Voting shares under the exchange offer in order to
permit them to carry out a compulsory acquisition of all of the
remaining RWCI Restricted Voting shares owned by the public by
means of a compulsory acquisition under Section 206 of the Canada
Business Corporations Act. RCI intends to immediately take steps to
exercise that right. RCI and RWCI also expect that the Toronto
Stock Exchange and New York Stock Exchange will initiate delisting
of the RWCI Restricted Voting shares shortly. Shareholders who did
not tender their RWCI Restricted Voting shares to the offer will be
offered the same consideration per share in the subsequent
compulsory acquisition as they would have received had they
tendered their shares to the offer prior to the expiry time. RCI
and RWCI Acquisition Inc. are joint actors in connection with the
offer and they together have ownership and control of the RWCI
Restricted Voting shares referred to in this news release. 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 Restricted Voting shares to read the Registration
Statement on Form F-10 related to the exchange offer, as well as
other documents that have been or will be filed with the SEC, as
these documents 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 be 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 has
previously filed materials on SEDAR and in the U.S. with the SEC.
Investors are urged to read these materials because they contain
important information. Investors may obtain a free copy of these
materials, 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 the Companies: 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/EDGE network, the world standard for wireless
communications technology. Following its November 2004 acquisition
of Microcell Telecommunications, Rogers Wireless has 5.5 million
wireless customers and offices in Canadian cities across the
country. Rogers Wireless is majority 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 Rogers Wireless Communications Inc., Canada's
largest wireless provider and the country's only provider operating
on the GSM/GPRS world standard technology platform; and in radio,
television broadcasting, televised shopping and publishing
businesses through Rogers Media Inc. For further information about
the Rogers group of companies, please visit http://www.rogers.com/.
DATASOURCE: Rogers Wireless Communications Inc. CONTACT: Bruce M.
Mann, (416) 935-3532, ; Eric A. Wright, (416) 935-3550, ; 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.
Copyright