Rogers and AT&T Wireless Fail to Reach Agreement on Rogers Wireless Stake
20 Mai 2004 - 1:51PM
PR Newswire (US)
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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