Rogers Wireless Successful in Tender Offers to Acquire Microcell

Rogers Wireless Successful in Tender Offers to Acquire Microcell
Combination of Rogers Wireless and Microcell Creates Canada's Largest Wireless
Carrier Serving Approximately 5.5 Million Customers from Coast to Coast;



TORONTO and MONTREAL, Nov. 8  /PRNewswire-FirstCall/ -- Rogers Wireless Inc.
("RWI" or "Rogers Wireless"), a wholly-owned subsidiary of Rogers Wireless
Communications Inc., announced today that the terms and conditions of its
tender offers for the securities of Microcell Telecommunications Inc.
("Microcell") have been satisfied with the necessary number of securities
having been successfully tendered and regulatory approvals secured to complete
the acquisition.

The acquisition of Microcell by Rogers Wireless creates Canada's largest
wireless carrier with the most extensive integrated wireless voice and data
network in the country. With approximately 5.5 million customers and a
nationwide network operating on the world standard GSM/GPRS technology, the
combined company will offer consumers and businesses maximum coverage from
coast to coast, an extensive portfolio of advanced wireless data services and
devices, and the largest international roaming coverage of any wireless
provider in Canada.

As a result of the successful tender offers, Rogers Wireless has taken up and
accepted for payment approximately 181,721 Class A Restricted Voting shares,
28,389,649 Class B Non-Voting shares, 3,296,652 Warrants 2005 and 5,405,387
Warrants 2008, being all of the securities of Microcell validly tendered to the
offers and not withdrawn prior to the 5:00 p.m. November 5, 2004 expiry time.
The tendered securities represent approximately 96% of the outstanding Class A
Restricted Voting shares, 92% of the outstanding Class B Non-Voting shares, 82%
of the outstanding Warrants 2005 and 81% of the outstanding Warrants 2008.

"The combination of Rogers Wireless and Microcell creates Canada's largest
wireless provider serving approximately 5.5 million customers and positions us
as an even stronger competitor," said Ted Rogers, President and CEO, Rogers
Communications. "Now, more than ever, wireless customers across the country can
count on Rogers' leadership in delivering innovative solutions and real choice
in the Canadian communications market."

"The new Rogers Wireless is an even stronger communications company, well
positioned for continued profitable growth and committed to providing superior
service and value to our customers," said Nadir Mohamed, President and CEO,
Rogers Wireless. "The new Rogers Wireless combines the nationwide strength of
Rogers Wireless' network and brand with Fido's unique and well established
brand and distribution channels. Together, we are now Canada's only wireless
provider operating on the world standard GSM technology platform - meaning
faster access to a wider array of new devices and services and the ability to
travel the world with a single handset."

Microcell and Rogers Wireless subscribers can count on a seamless transition
and significant benefits as the two companies are combined. Microcell
subscribers will enjoy the availability of access to Rogers Wireless' extensive
network resulting in greatly expanded wireless coverage areas, especially
outside of and between major urban centers, and will be able to continue using
their existing wireless handsets and phone numbers. Both Rogers Wireless and
Microcell customers will benefit from the combining of network assets which
will provide for even greater coverage and quality.

As contemplated in the offers and as provided for under the compulsory
acquisition provisions of the Canada Business Corporations Act, Rogers Wireless
now intends to acquire the balance of the Microcell Class A Restricted Voting
shares and Class B Non-Voting shares, each at C$35.00 per share, and also
intends to acquire the balance of the Microcell Warrants 2005 and Warrants
2008, each at C$15.79 and C$15.01, respectively.

Please see the most recent management's discussion and analysis ("MD&A") of
Rogers Wireless and Rogers Communications dated October 27, 2004, for a
discussion of financing arrangements relating to this transaction. These MD&A's
are contained in the companies' third quarter 2004 earnings results available
on the SEDAR website at http://www.sedar.com/ and on the U.S. Securities and
Exchange Commission's website at http://www.sec.gov/.

Rogers Wireless anticipates sharing its expectations around integration costs
and synergy opportunities from combining the two companies when it provides its
2005 overall financial and operating guidance, early in 2005. The 2004 annual
guidance that was issued for Rogers Wireless earlier this year did not assume
the acquisition of Microcell and will not be applicable to the combined company
following closing of the acquisition.

This press release is neither an offer to purchase nor a solicitation of an
offer to sell shares of Microcell. Microcell's shareholders are advised to read
the offering documents and the directors' circular regarding the offers
referred to in this news release. The offering documents are available on the
SEDAR website at http://www.sedar.com/ and on the U.S. Securities and Exchange
Commission's website at 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. Securities and Exchange Commission.

About Rogers:

Rogers Wireless 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. The combination of Rogers Wireless and Microcell
will have 5.5 million wireless customers, and has offices in Canadian cities
across the country. Rogers Wireless is a wholly-owned subsidiary of Rogers
Wireless Communications Inc. (TSX: RCM; NYSE: RCN), which 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 Wireless Communications Inc.



CONTACT: (Investment Community): Bruce M. Mann, [phone],

; Eric A. Wright, [phone],

; (Media): Heather Armstrong, [phone],

;

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