-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HEyoi1dtqngsPOHO3+zzf/9YCtHGkCNAoNjG3Q+0JB+OZoAWh1c16luIo2zFr6lf BIdMkDB3WnMknTaQ1LYn1Q== 0000950157-04-000658.txt : 20040920 0000950157-04-000658.hdr.sgml : 20040920 20040920173002 ACCESSION NUMBER: 0000950157-04-000658 CONFORMED SUBMISSION TYPE: SC TO-C PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20040920 DATE AS OF CHANGE: 20040920 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ROGERS WIRELESS COMMUNICATIONS INC CENTRAL INDEX KEY: 0001135922 STANDARD INDUSTRIAL CLASSIFICATION: RADIO TELEPHONE COMMUNICATIONS [4812] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-C BUSINESS ADDRESS: STREET 1: ONE MOUNT PLEASANT ROAD STREET 2: TORONTO CITY: ONTARIO CANADA STATE: A6 ZIP: M4Y 2Y5 BUSINESS PHONE: 4169357777 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MICROCELL TELECOMMUNICATIONS INC CENTRAL INDEX KEY: 0001018350 STANDARD INDUSTRIAL CLASSIFICATION: RADIO TELEPHONE COMMUNICATIONS [4812] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-C SEC ACT: 1934 Act SEC FILE NUMBER: 005-58635 FILM NUMBER: 041038081 BUSINESS ADDRESS: STREET 1: 800 DE LA GAUCHETIERE STREET WEST STREET 2: SUITE 4000 CITY: MONTREAL STATE: A8 ZIP: H5A 1K3 BUSINESS PHONE: 5149372121 MAIL ADDRESS: STREET 1: 800 DE LA GAUCHETIERE STREET WEST STREET 2: SUITE 4000 CITY: MONTREAL STATE: A8 ZIP: H5A 1K3 SC TO-C 1 sc_to-c.txt SCHEDULE TO TENDER OFFER STATEMENT ============================================================================== SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -------------------- SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 MICROCELL TELECOMMUNICATIONS INC. (Name of Subject Company (Issuer)) ROGERS WIRELESS COMMUNICATIONS INC. (Name of Filing Person -- Offeror) CALSS A RESTRICTED VOTING SHARES CLASS B NON-VOTING SHARES WARRANTS 2005 WARRANTS 2008 (Title of Classes of Securities) 59501T882 59501T874 59501T163 59501T171 (CUSIP Numbers of Classes of Securities) DAVID P. MILLER, ESQ. ROGERS WIRELESS COMMUNICATIONS INC. ONE MOUNT PLEASANT ROAD 16TH FLOOR TORONTO, ONTARIO M4Y 2Y5 CANADA (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons) COPY TO: JOHN T. GAFFNEY, ESQ. CRAVATH, SWAINE & MOORE LLP WORLDWIDE PLAZA 825 EIGHTH AVENUE NEW YORK, NEW YORK 10019-7475 ============================================================================== Calculation of Filing Fee ============================================================================== Transaction Valuation: Amount of Filing Fee: Not Applicable* Not Applicable* ============================================================================== * A filing fee is not required in connection with this filing as it relates solely to preliminary communications made before the commencement of a tender offer. [_] Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number or the Form or Schedule and the date of its filing. Amount Previously Paid: Not Applicable Form or Registration No.: Not Applicable Filing Party: Not Applicable Date Filed: Not Applicable [X] Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. Check the appropriate boxes below to designate any transactions to which the statement relates: [X] third-party tender offer subject to Rule 14d-1 [_] issuer tender offer subject to to Rule 13e-4 [_] going-private transaction subject to Rule 13e-3 [_] amendment to Schedule 13D under Rule 13d-2 Check the following box if the filing is a final amendment reporting the results of the tender offer: [_] SCHEDULE TO This Tender Offer Statement on Schedule TO is being filed by Rogers Wireless Communications Inc., a Canadian corporation ("RWCI"), pursuant to General Instruction D to Schedule TO. This Schedule TO relates to pre-commencement communications by RWCI. Item 12. Exhibits. (a)(5)(A) Press release issued by Rogers Wireless Communications Inc., Rogers Communications Inc. and Microcell Telecommunications Inc., dated September 20, 2004. (a)(5)(B) Press release issued by Rogers Wireless Communications Inc. and Rogers Communications Inc., dated September 20, 2004. (a)(5)(C) Press release issued by Rogers Wireless Communications Inc., Rogers Communications Inc. and Microcell Telecommunications Inc., dated September 20, 2004. (Correction) EXHIBIT INDEX EXHIBIT NO. DESCRIPTION (a)(5)(A) Press release issued by Rogers Wireless Communications Inc., Rogers Communications Inc. and Microcell Telecommunications Inc., dated September 20, 2004. (a)(5)(B) Press release issued by Rogers Wireless Communications Inc. and Rogers Communications Inc., dated September 20, 2004. (a)(5)(C) Press release issued by Rogers Wireless Communications Inc., Rogers Communications Inc. and Microcell Telecommunications Inc., dated September 20, 2004. (Correction) EX-99.(A)(5)(A) 2 ex_a5a.txt PRESS RELEASE EXHIBIT (a)(5)(A) ROGERS WIRELESS ANNOUNCES AGREEMENT TO PURCHASE MICROCELL FOR C$35 PER SHARE MICROCELL BOARD RECOMMENDS SHAREHOLDERS TENDER TO ROGERS WIRELESS OFFER Toronto and Montreal, September 20, 2004 - Rogers Wireless Communications Inc. ("Rogers Wireless"), Rogers Communications Inc. ("RCI") and Microcell Telecommunications Inc. ("Microcell") jointly announced today that Rogers Wireless and Microcell have entered into an agreement under which Rogers Wireless will make an all cash bid for Microcell securities totaling approximately C$1.4B. Rogers Wireless has agreed to purchase Microcell's Class A Restricted Voting shares and Class B Non-Voting shares for C$35.00 per share. As well, Rogers Wireless will offer to purchase the 2005 warrants for C$15.79 and 2008 warrants for C$15.01. Subject to regulatory approvals and Microcell shareholder acceptance, this transaction is expected to close before the end of the year. The combined businesses will operate Canada's only nationwide GSM/GPRS/EDGE wireless network and will serve over 5.1 million voice and data customers. This transaction also creates a company of measurably increased scale allowing for significant opportunities for operating and capital spending efficiencies. The members of the Board of Directors of Microcell have agreed that the Rogers Wireless offer is fair to the shareholders of Microcell and in the best interests of their company. The Board of Directors of Microcell has agreed to recommend to its shareholders to support the Rogers Wireless offer. The Board of Directors received opinions from its financial advisors, JP Morgan Securities Inc. and Rothschild that the Rogers Wireless offer is fair, from a financial point of view, to the shareholders of Microcell. "This transaction will position Rogers to better compete against incumbent telco wireless operators in Canada," said Ted Rogers, President and CEO of RCI. "It also ensures a healthy, competitive marketplace and all of the associated benefits for wireless customers across Canada." "The combination of Rogers Wireless and Microcell will offer our customers the strength of our common network, operating on the world standard GSM technology, and continued leadership in delivering innovative wireless solutions," said Nadir Mohamed, President and CEO, Rogers Wireless. "The combination will make Rogers Wireless the largest wireless operator in Canada with over 5.1 million voice and data customers across the country and with pro forma network revenues of approximately $3.0 billion." Microcell's President and CEO, Andre Tremblay stated "We believe that this transaction constitutes an attractive opportunity for our customers and our shareholders alike. It allows for the continuation of the Fido brand in the marketplace, ensures our customers will continue to receive excellent service and offers them the benefit, upon closing, of significantly enhanced wireless coverage across Canada." Rogers Wireless intends to finance the purchase through cash on hand, drawdown of its C$700 million bank credit facility and through bridge loan of up to C$900 million from RCI. RCI will fund the bridge loan through cash on hand and drawdown of credit facilities at its other subsidiaries. The Rogers Wireless offer is subject to receipt of certain regulatory approvals and other customary conditions, including a requirement that two-thirds of the shares must be tendered. Under certain circumstances, a fee of $45 million is payable by Microcell to Rogers Wireless, including if a superior proposal is recommended by the Board of Directors of Microcell. Documents relating to the Rogers Wireless offer are expected to be sent to Microcell's securityholders within ten business days. Investors may obtain a free copy of materials filed by Rogers Wireless and Microcell in Canada on SEDAR and in the U.S. on EDGAR. TD Securities Inc. is acting as financial advisor to Rogers Wireless on this transaction. J.P. Morgan Securities Inc. and Rothschild are acting as financial advisors to Microcell on this transaction. 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/EDGE 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 over 3.9 million voice and data customers, and has offices in Canadian cities across the country. Rogers Wireless Communications Inc. is currently 55% owned by Rogers Communications Inc. and 34% owned by AT&T Wireless Services, Inc. Microcell Telecommunications Inc. (TSX: MT.A and MT.B) is a major provider, through its subsidiaries, of telecommunications services in Canada dedicated solely to wireless. Microcell offers a wide range of voice and high-speed data communications products and services to approximately 1.2 million customers. Microcell operates a GSM network across Canada and markets Personal Communications Services (PCS) and General Packet Radio Service (GPRS) under the Fido(R) brand name. Microcell has been a public company since October 15, 1997, and is listed on the Toronto Stock Exchange. 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 events will be affected by a number of factors, many of which are beyond our control, and therefore 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 U.S. Securities and Exchange Commission. Reminder to holders of Microcell Class A Restricted Voting Shares and Class B Non-Voting Shares Microcell reminds the holders of its Class A Restricted Voting Shares and Class B Non-Voting Shares that (i) each Class A Restricted Voting Share may, at the option of the holder, be exchanged at any time for one Class B Non-Voting Share and (ii) each Class B Non-Voting Share may, at the option of the holder by providing a declaration of Canadian residency to the Company's transfer agent, be exchanged at any time for one Class A Restricted Voting Share. Fido is a registered trademark of Microcell Solutions Inc. %SEDAR: 00003765E For further information: Rogers: Investment Community: Bruce M. Mann, (416) 935-3532, bruce.mann@rci.rogers.com; Eric Wright, (416) 935-3550, eric.wright@rci.rogers.com; Media: Jan L. Innes, (416) 935-3525, jan.innes@rci.rogers.com; Heather Armstrong, (416) 935-6379, heather.armstrong@rci.rogers.com; Microcell: Investment Community: Thane Fotopoulos, (514) 937-0102, ext. 8317, thane.fotopoulos@microcell.ca; Media: Claire Fiset, (514) 937-0102, ext. 7824, claire.fiset@microcell.ca; Karen Berkhout, (604) 783-0701, karen.berkhout@microcell.ca; 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. EX-99.(A)(5)(B) 3 ex_a5b.txt PRESS RELEASE EXHIBIT (a)(5)(B) ROGERS HOSTING CONFERENCE CALL TO DISCUSS PROPOSED ACQUISITION OF MICROCELL TORONTO / September 20 / Rogers Communications Inc. and Rogers Wireless Communications Inc. will host a conference call today, Monday, September 20, 2004 at 10:30 AM Eastern Time to discuss the proposed acquisition of Microcell Telecommunications Inc. as announced earlier this morning. Those wishing to listen to the conference call should access the live webcast on the Investor Relations section of Rogers' web site at www.rogers.com or www.rogers.com/webcast. The webcast will be available on Rogers' web site for re-broadcast following the conference call for at least two weeks. Members of the financial community or media wishing to ask questions during the call may access the conference call by dialing (416) 640-1907 OR (800) 814-3911 ten minutes prior to the scheduled start time and requesting the Rogers' conference call. A re-broadcast will be available following the conference call by dialing (416) 640-1917 OR (877) 289-8525, PASS CODE 21095163 followed by the pound key. 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 currently 55% owned by Rogers Communications Inc. and 34% owned by AT&T Wireless Services, Inc. For further information: Deborah DeRoche, (416) 935-3551; 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. EX-99.(A)(5)(C) 4 ex_a5c.txt PRESS RELEASE EXHIBIT (a)(5)(C) ROGERS WIRELESS ANNOUNCES AGREEMENT TO PURCHASE MICROCELL FOR C$35 PER SHARE MICROCELL BOARD RECOMMENDS SHAREHOLDERS TENDER TO ROGERS WIRELESS OFFER Toronto and Montreal, September 20, 2004 - Rogers Wireless Communications Inc. ("Rogers Wireless"), Rogers Communications Inc. ("RCI") and Microcell Telecommunications Inc. ("Microcell") jointly announced today that Rogers Wireless and Microcell have entered into an agreement under which Rogers Wireless will make an all cash bid for Microcell securities totaling approximately C$1.4B. Rogers Wireless has agreed to purchase Microcell's Class A Restricted Voting shares and Class B Non-Voting shares for C$35.00 per share. As well, Rogers Wireless will offer to purchase the 2005 warrants for C$15.79 and 2008 warrants for C$15.01. Subject to regulatory approvals and Microcell shareholder acceptance, this transaction is expected to close before the end of the year. The combined businesses will operate Canada's only nationwide GSM/GPRS/EDGE wireless network and will serve over 5.1 million voice and data customers. This transaction also creates a company of measurably increased scale allowing for significant opportunities for operating and capital spending efficiencies. The members of the Board of Directors of Microcell have agreed that the Rogers Wireless offer is fair to the shareholders of Microcell and in the best interests of their company. The Board of Directors of Microcell has agreed to recommend to its shareholders to support the Rogers Wireless offer. The Board of Directors received opinions from its financial advisors, JP Morgan Securities Inc. and Rothschild that the Rogers Wireless offer is fair, from a financial point of view, to the shareholders of Microcell. "This transaction will position Rogers to better compete against incumbent telco wireless operators in Canada," said Ted Rogers, President and CEO of RCI. "It also ensures a healthy, competitive marketplace and all of the associated benefits for wireless customers across Canada." "The combination of Rogers Wireless and Microcell will offer our customers the strength of our common network, operating on the world standard GSM technology, and continued leadership in delivering innovative wireless solutions," said Nadir Mohamed, President and CEO, Rogers Wireless. "The combination will make Rogers Wireless the largest wireless operator in Canada with over 5.1 million voice and data customers across the country and with pro forma network revenues of approximately $3.0 billion." Microcell's President and CEO, Andre Tremblay stated "We believe that this transaction constitutes an attractive opportunity for our customers and our shareholders alike. It allows for the continuation of the Fido brand in the marketplace, ensures our customers will continue to receive excellent service and offers them the benefit, upon closing, of significantly enhanced wireless coverage across Canada." Rogers Wireless intends to finance the purchase through cash on hand, drawdown of its C$700 million bank credit facility and through bridge loan of up to C$900 million from RCI. RCI will fund the bridge loan through cash on hand and drawdown of credit facilities at its other subsidiaries. The Rogers Wireless offer is subject to receipt of certain regulatory approvals and other customary conditions, including a requirement that two-thirds of the shares must be tendered. Under certain circumstances, a fee of $45 million is payable by Microcell to Rogers Wireless, including if a superior proposal is recommended by the Board of Directors of Microcell. Documents relating to the Rogers Wireless offer are expected to be sent to Microcell's securityholders within ten business days. Investors and securityholders are urged to read the tender offer statement regarding the proposed tender offer referenced in the foregoing information, when it becomes available, because it will contain important information. The tender offer statement will be filed in Canada on SEDAR and in the U.S. With the U.S. Securities exchange commission on the commission's website. Investors and security holders may obtain a free copy of the tender offer statement (when it is available) and other documents filed by Rogers Wireless on the SEDAR website at www.sedar.com and on the Commission's website at www.sec.gov. The tender offer statement and these other documents may also be obtained for free from Rogers Wireless by directing a request to investor.relations@rci.rogers.com. TD Securities Inc. is acting as financial advisor to Rogers Wireless on this transaction. J.P. Morgan Securities Inc. and Rothschild are acting as financial advisors to Microcell on this transaction. 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/EDGE 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 over 3.9 million voice and data customers, and has offices in Canadian cities across the country. Rogers Wireless Communications Inc. is currently 55% owned by Rogers Communications Inc. and 34% owned by AT&T Wireless Services, Inc. Microcell Telecommunications Inc. (TSX: MT.A and MT.B) is a major provider, through its subsidiaries, of telecommunications services in Canada dedicated solely to wireless. Microcell offers a wide range of voice and high-speed data communications products and services to approximately 1.2 million customers. Microcell operates a GSM network across Canada and markets Personal Communications Services (PCS) and General Packet Radio Service (GPRS) under the Fido(R) brand name. Microcell has been a public company since October 15, 1997, and is listed on the Toronto Stock Exchange. 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 events will be affected by a number of factors, many of which are beyond our control, and therefore 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 U.S. Securities and Exchange Commission. Reminder to holders of Microcell Class A Restricted Voting Shares and Class B Non-Voting Shares Microcell reminds the holders of its Class A Restricted Voting Shares and Class B Non-Voting Shares that (i) each Class A Restricted Voting Share may, at the option of the holder, be exchanged at any time for one Class B Non-Voting Share and (ii) each Class B Non-Voting Share may, at the option of the holder by providing a declaration of Canadian residency to the Company's transfer agent, be exchanged at any time for one Class A Restricted Voting Share. Fido is a registered trademark of Microcell Solutions Inc. %SEDAR: 00003765E For further information: Rogers: Investment Community: Bruce M. Mann, (416) 935-3532, bruce.mann@rci.rogers.com; Eric Wright, (416) 935-3550, eric.wright@rci.rogers.com; Media: Jan L. Innes, (416) 935-3525, jan.innes@rci.rogers.com; Heather Armstrong, (416) 935-6379, heather.armstrong@rci.rogers.com; Microcell: Investment Community: Thane Fotopoulos, (514) 937-0102, ext. 8317, thane.fotopoulos@microcell.ca; Media: Claire Fiset, (514) 937-0102, ext. 7824, claire.fiset@microcell.ca; Karen Berkhout, (604) 783-0701, karen.berkhout@microcell.ca; 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. -----END PRIVACY-ENHANCED MESSAGE-----