Rogers Wireless Board Recommends Rogers Communications Offer and Rogers Communications Board Gives Final Approval for Offer to P
23 November 2004 - 1:42AM
PR Newswire (US)
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.
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