Rogers Receives Letter from AT&T Wireless' of its Intention to Explore Monetization of its Rogers Wireless Stake
28 Avril 2004 - 4:13PM
PR Newswire (US)
Rogers Receives Letter from AT&T Wireless' of its Intention to
Explore Monetization of its Rogers Wireless Stake TORONTO, April 28
/PRNewswire-FirstCall/ -- Rogers Communications Inc. ("RCI") has
received notice from AT&T Wireless Services Inc. ("AWE") of its
intent to explore options to monetize its stake in Rogers Wireless
Communications Inc. ("Rogers Wireless"). AWE's stake consists of
48.6 million Class A Multiple Voting shares and Class B Restricted
Voting shares of Rogers Wireless that are held through JVII
Partnership ("JVII")). Rogers owns approximately 56% of Rogers
Wireless and the remaining 10% ownership is publicly owned and
traded in Canada and the U.S. The letter received by RCI, to which
is attached an SEC Schedule 13D to the same effect, states that
JVII has determined to explore options to monetize JVII's entire
stake in Rogers Wireless and states AWE's interest in negotiating
with RCI for a period of 21 day to attempt to reach an agreement on
a private sale to RCI. RCI is seeking advice and requesting
confirmation from AWE as to whether this letter constitutes formal
notification under a 1999 agreement between RCI, Rogers Wireless
and JVII. RCI and Rogers Wireless intend to follow the disposition
process provided for in the agreements refer to below, and expect
that AWE and JVII will comply fully with their legal obligations
under such agreements with respect to any sale of their Rogers
Wireless shares. Investors should review the agreements in their
entirety to fully understand the provisions that will govern the
disposition process. RCI, Rogers Wireless, and AWE (through JVII)
are parties to a Shareholders' Agreement, and Rogers Wireless and
AWE (through JVII) are parties to a Registration Rights Agreement,
each dated August 16, 1999 (together the "Agreements"). Copies of
the Agreements were filed in Canada on SEDAR by RCI and Rogers
Wireless on February 3, 2004. Although there have been amendments
to certain of the provisions of the Agreements since 1999,
including to reflect that AWE was spun off from AT&T Corp. and
that AWE subsequently acquired all of the interests in JVII, the
provisions of these agreements dealing with the process for a
disposition by AWE of its interest in Rogers Wireless have not
changed. Under the Shareholders Agreement, RCI has a right of first
negotiation pursuant to which RCI and AWE are required for a period
of 21 days from the receipt of notice from AWE to negotiate
exclusively and in good faith for the possible purchase by RCI of
AWE's Rogers Wireless shares. If no agreement is reached in this
timeframe, AWE thereafter has a period of 60 days in which to sell
its Rogers Wireless shares to third parties. On any such sale to
third parties, the price per share must be higher than the highest
price offered by RCI during the negotiation period. In connection
with any such sales to third parties, AWE is required to convert
its Rogers Wireless Class A Multiple Voting shares into Class B
Restricted Voting shares, and AWE may not sell to any single third
party shares representing more than 5% (10% to certain suppliers to
Rogers Wireless) of the outstanding equity shares of Rogers
Wireless. AWE is entitled under the Registration Rights Agreement
to require Rogers Wireless to qualify the sale of AWE's Rogers
Wireless shares by prospectus in Canada and/or by registration
statement in the United States. Should AWE exercise its
registration rights in connection with an underwriting of its
Rogers Wireless shares, Rogers Wireless has the right of first
refusal exercisable for a period of five business days to purchase
AWE's Rogers Wireless shares at the proposed underwritten price.
Rogers Wireless then has a second right of first refusal
exercisable for a period of 24 hours if the final underwritten
price is less than the price offered pursuant to the initial right
of first refusal. RCI has made no decision whether to offer to
purchase AWE's Rogers Wireless shares. If RCI ultimately were to
offer to purchase AWE's Rogers Wireless shares, it may consider,
amongst other things, designating Rogers Wireless as the proposed
purchaser of such shares subject to board and other necessary
approvals. Furthermore, RCI has no intention of effecting a "going
private transaction" with respect to Rogers Wireless as part of any
disposition process by AWE of its Rogers Wireless shares.
Regardless of whether RCI or Rogers Wireless purchase AWE's 48.6
million Rogers Wireless shares or they are sold to other persons, a
result of such a disposition process would be that Rogers'
ownership of the outstanding Class A Multiple Voting shares of
Rogers Wireless would increase from 69% today to 100%. Cautionary
Statement Regarding Forward Looking Information: This news release
includes certain forward looking statements within the meaning of
the Private Securities Litigation Reform Act of 1995 that involve
risks and uncertainties. We caution that actual future performance
will be affected by a number of factors, including technological
change, regulatory change and competitive factors, many of which
are beyond our control. Therefore, future events and results 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 Securities and Exchange Commission. About the
Companies: Rogers Communications Inc. (TSX: RCI.A and RCI.B; NYSE:
RG) is a diversified Canadian communications and media company,
which is engaged in cable television, high-speed Internet access
and video retailing through Canada's largest cable television
provider Rogers Cable Inc.; wireless voice and data communications
services through Canada's leading national GSM/GPRS cellular
provider Rogers Wireless Communications Inc.; and radio, television
broadcasting, televised shopping and publishing businesses through
Rogers Media Inc. Rogers Wireless Communications Inc. (TSX: RCM.B;
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
approximately 4.1 million customers, and has offices in Canadian
cities across the country. Rogers Wireless Communications Inc. is
approximately 56% owned by Rogers Communications Inc. and 34% owned
by AT&T Wireless Services, Inc. DATASOURCE: Rogers
Communications Inc. CONTACT: Bruce M. Mann, (416) 935-3532, ; Eric
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.; 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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