Rogers and AT&T Wireless Fail to Reach Agreement on Rogers Wireless Stake Rogers Offered C$31 per Rogers Wireless share during 21 Day Negotiation Period TORONTO, May 20 /PRNewswire-FirstCall/ -- Rogers Communications Inc. ("RCI") announced that it did not reach an agreement during the 21 day exclusive negotiation period which ended May 19, 2004 to acquire AT&T Wireless Communications Inc.'s ("AWE") 34.1% interest in Rogers Wireless Communications Inc. ("Rogers Wireless"). As announced on April 28, 2004 and consistent with a 1999 shareholders agreement between RCI, Rogers Wireless and AWE, RCI received notice on April 28, 2004 from AWE that AWE intends to explore options to divest its 48.6 million share ownership interest in Rogers Wireless (as represented by its holding of 27.6 million Class A Multiple Voting shares and 20.9 million Class B Restricted Voting shares of Rogers Wireless that are held by JVII Partnership ("JVII"), a wholly owned subsidiary of AWE). Rogers owns approximately 56% of Rogers Wireless and the remaining 10% ownership is publicly owned and traded in Canada and the U.S. The highest offer made by RCI during the initial 21 day Right of First Negotiation period (as defined in the Shareholders Agreement between RCI, Rogers Wireless and JVII) was C$31 per share for AWE's entire 48.6 million share interest in Rogers Wireless. That offer expired last night. Rogers Wireless' stock price has traded below the price offered by RCI more than 85% of the trading days over the past three years, and the size of AWE's stake in Rogers Wireless represents more than 340% of the current public float of Rogers Wireless and in excess of 580 days of average daily trading activity in Rogers Wireless' stock (based on the past 60 trading days). The price which was offered represented a discount of approximately 6% to Rogers Wireless' average closing price over the previous 10 trading days. Under the terms of the shareholders' agreement between RCI, Rogers Wireless and AWE, AWE will have the ability over the next 60 days to attempt to sell its entire Rogers Wireless stake to third parties. On any such sale to third parties, the price per share must be higher than the C$31 offered by RCI during the negotiation period. In addition, 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 (which would result in an increase in RCI's ownership of the outstanding Class A Multiple Voting shares of Rogers Wireless from 69.4% today to 100%). Furthermore, AWE may not sell shares representing more than 5% (10% to certain suppliers to Rogers Wireless) of the outstanding equity shares of Rogers Wireless to any person. AWE may, pursuant to a registration rights agreement with Rogers Wireless, require Rogers Wireless to qualify the sale of AWE's Rogers Wireless shares by prospectus in Canada or by registration statement in the United States. If AWE exercises its registration rights in connection with an underwritten offering of its Rogers Wireless shares, Rogers Wireless would have a transferable 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 would also have a second transferable 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. Interested investors are urged to review the shareholders agreement and the registration rights agreement in their entirety in order to fully understand the provisions that govern the disposition process. As previously disclosed, copies of these agreements were filed in Canada on SEDAR by RCI and Rogers Wireless on February 3, 2004. 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.

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