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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.