No Sale Announced by AT&T Wireless of its Rogers Wireless Stake under Disposition Process Initiated on April 28, 2004
19 Juillet 2004 - 4:24PM
PR Newswire (US)
No Sale Announced by AT&T Wireless of its Rogers Wireless Stake
under Disposition Process Initiated on April 28, 2004 Future
Initiatives to Dispose of 34% Stake Would Require Restarting
Process Under Terms of 1999 Agreements TORONTO, July 19
/PRNewswire-FirstCall/ -- Rogers Communications Inc. ("RCI") and
Rogers Wireless Communications Inc. ("Rogers Wireless") note the
expiration last night of the 60 day period during which AT&T
Wireless Services, Inc. ("AWE") was permitted under a Shareholders
Agreement between the companies to dispose of its Rogers Wireless
shares to third parties. AWE owns a 34% interest in Rogers Wireless
(as represented by its holding 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")). RCI owns
approximately 56% of Rogers Wireless and the remaining 10%
ownership is publicly owned and traded in Canada and the U.S. JVII
did not announce any disposition of its interest during the
permitted 60 day period. If it wishes to dispose of its 34%
interest in Rogers Wireless after that period, it must restart the
disposition process under the Shareholders' Agreement dated August
16, 1999 (including complying with RCI's right of first negotiation
and the corresponding timeline described below). Under the
Shareholders Agreement dated August 16, 1999 between RCI, Rogers
Wireless, and AWE (through JVII), RCI has a right of first
negotiation pursuant to which AWE is required for a period of 21
days from the receipt by RCI of notice from AWE to negotiate 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. Under the Registration Rights Agreement dated August 16,
1999 between RCI, Rogers Wireless and AWE (through JVII), AWE is
entitled 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. 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 2, 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. 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 Wireless
Communications Inc. CONTACT: (Investment Community): Bruce M. Mann,
(416) 935-3532, ; Eric Wright, (416) 935-3550, ; (Media): Jan L.
Innes, (416) 935-3525, ; 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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