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Rogers Wireless Board Recommends Rogers Communications Offer and
Rogers Communications Board Gives Final Approval for Offer to Proceed
TORONTO, Nov. 22 /PRNewswire-FirstCall/ -- Rogers Wireless Communications Inc.
("RWCI") and Rogers Communications Inc. ("RCI") jointly announced today that
RWCI's independent committee of directors (the "Independent Committee") has
completed its review of the proposed offer by Rogers Communications Inc.
("RCI") for all of the outstanding RWCI Class B Restricted Voting shares ("RWCI
shares") owned by the public (the "Offer"). The Independent Committee received
the final valuation report of BMO Nesbitt Burns Inc. ("BMO Nesbitt Burns") with
respect to the fair market value of the RWCI shares. BMO Nesbitt Burns has
determined pursuant to its formal valuation, subject to the assumptions and
qualifications set forth in that valuation, that the "en bloc" fair market
value of the RWCI shares is in the range of $46 to $54 per share. This
valuation range is the same as the preliminary valuation range publicly
disclosed on November 11, 2004. BMO Nesbitt Burns has also delivered its
fairness opinion to the Independent Committee that the consideration proposed
to be offered by RCI pursuant to the Offer is fair, from a financial point of
view, to the shareholders of RWCI other than RCI and its affiliates (the
"minority shareholders").
The Offer by RCI is being made for all of the outstanding RWCI shares owned by
minority shareholders for a consideration of 1.75 RCI Class B Non- Voting
shares ("RCI Non-Voting shares") for each RWCI share. RCI currently owns 100%
of the RWCI Multiple Voting shares and approximately 81% of the RWCI shares,
representing an approximate 89% equity interest and an approximate 98% voting
interest in RWCI.
After considering all of the relevant factors, which included the valuation and
fairness opinion of BMO Nesbitt Burns, the Independent Committee concluded at a
meeting today that the price and terms of the proposed Offer are fair and
reasonable to minority shareholders of RWCI. The Independent Committee
recommended that the Board of Directors of RWCI recommend that holders of RWCI
shares tender such shares to the proposed Offer.
The Board of Directors of RWCI met following the meeting of the Independent
Committee to receive the report and recommendation of the Independent
Committee. At that meeting, BMO Nesbitt Burns reviewed its valuation and
fairness opinion with the Board. Based on that report and presentation, the
Board of Directors of RWCI concluded that the terms of the Offer are fair and
reasonable to minority shareholders and recommended that minority shareholders
tender their RWCI shares to the Offer. The RWCI Board also approved the form of
the Directors' Circular that will be mailed to shareholders together with the
RCI Offer. The Directors' Circular will contain the BMO Nesbitt Burns valuation
and fairness opinion and more detailed information with respect to the
recommendation made by the Board of Directors including the factors considered
by the Board in making its recommendation. The foregoing resolutions were
unanimously approved by the directors of RWCI with the directors who are also
directors or officers of RCI or their respective associates disclosing their
interest in that capacity in the Offer and not voting on the resolutions.
Subsequent to the meetings referred to above, the Executive Committee of the
Board of Directors of RCI met and received a report from the RWCI Board with
respect to the approvals and recommendations given by the RWCI Board. Based on
that report, the RCI Executive Committee gave final approval to the terms of
the Offer and approved the mailing of the Offer and take-over bid circular to
shareholders.
RCI intends to take-up and pay for any and all of the RWCI 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.
Completion of the Offer is subject to customary conditions including the
absence of any material adverse change in respect of RWCI and the absence of
material disruption in financial markets. Further details of the Offer and the
BMO Nesbitt Burns valuation and fairness opinion will be contained in the take-
over bid circular to be mailed by RCI to RWCI shareholders in connection with
the Offer. It is anticipated that the RCI Offer and the RWCI Directors'
Circular will be mailed to RWCI shareholders, and that required regulatory
filings in Canada and the U.S. will be made, this week.
The 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 shares to read the
Registration Statement on Form F-10 related to the 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 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 Offer, RCI and RWCI 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 and RWCI 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) is Canada's leading
provider of wireless services and 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
wireless communications technology. Giving effect to the recent acquisition of
Microcell Telecommunications, Rogers Wireless 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 largest wireless provider and the only
provider operating on the GSM/GPRS world standard technology platform, 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,
; Heather Armstrong, (416) 935-6379,
.
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.