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.

Copyright