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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were validly tendered in the offer and not properly withdrawn.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and not withdrawn prior to the expiry time, and as a result, RCI and its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.