SC 14D9

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14D-9

(RULE 14d-101)

SOLICITATION/ RECOMMENDATION STATEMENT

UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934

Microcell Telecommunications Inc.

(Name of Subject Company)

Microcell Telecommunications Inc.

(Name of Person(s) Filing Statement)

Class A Restricted Voting Shares

Class B Non-Voting Shares, Warrants 2005 and Warrants 2008

(Titles of Classes of Securities)

59501T882, 59501T874, 59501T163, 59501T171

(CUSIP Numbers of Classes of Securities)

Jocelyn Côté, Esq.

Vice President, Legal Affairs

Microcell Telecommunications Inc.

800 de La Gauchetière Street West, Suite 4000

Montreal, Quebec, H5A 1K3

Canada

(514) 937-2121

(Name, Address and Telephone Number of Person Authorized

to Receive Notices and Communications on Behalf of the Person(s) Filing Statement)

With Copies to:

David P. Falck, Esq.
Pillsbury Winthrop LLP
1540 Broadway
New York, NY 10036
(212) 858-1000 Marc B. Barbeau, Esq.
Stikeman Elliott LLP
1155 Rene-Levesque Blvd. West
Suite 4000
Montreal, Quebec H3B 3V2
Canada
(514) 397-3000

Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. x

EX-99.1

Exhibit 99.1

ROGERS WIRELESS ANNOUNCES AGREEMENT TO PURCHASE MICROCELL TELECOMMUNICATIONS
FOR C$35 PER SHARE

Microcell Board Recommends Shareholders Tender to Rogers Wireless Offer

Toronto and Montréal, 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, André 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® 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.

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

EX-99.2 3 m14170d9exv99w2.htm MESSAGE TO EMPLOYEES

Exhibit 99.2

All Microcell employees

Good morning,

Over the past few days, there have been a number of significant developments related to the process that began in May to maximize Microcell’s value for its shareholders following the TELUS bid.

Very recently, discussions intensified with a number of parties interested in Microcell, and specifically with Rogers Communications Inc. and Rogers Wireless.

These discussions continued over the weekend and culminated last night when the companies’ respective boards of directors approved the agreement reached between the parties. This agreement has just been made public via a press release (see attachment).

The agreement relates to a friendly takeover bid that includes the following elements:

• Rogers will submit a takeover bid for all outstanding shares in Microcell (shares, warrants and options), based on a cash price of $35 per share.

• Generally, this offer contains fewer conditions than the TELUS bid, in particular regarding the outcome of the review by the Competition Bureau.

• Microcell and its Board of Directors have committed to supporting actions undertaken by Rogers and to recommending that its shareholders accept the offer that will be submitted.

• In the event that a competing offer is submitted by another party and is also supported by Microcell’s Board of Directors, Rogers would receive a “break up fee” of $45 million from Microcell.

In order for the transaction to be finalized, a certain number of conditions need to be met, as is usual with this sort of transaction: the tendering of the required number of shares and warrants, representations and warranties made by the parties, regulatory approvals, etc.

Therefore, at this time, the agreement does not represent definitive closure of the process that began in May following the TELUS bid. It is, however, an extremely important step, and one that could lead to its conclusion:

• This is a friendly takeover bid which is made with the agreement and support of Microcell and its Board of Directors.

• It is still possible that another party might submit an offer that competes with the Rogers bid. Microcell’s Board of Directors would then be required to evaluate the new bid and if it were deemed more advantageous for Microcell securityholders, the Board may have to support it, which would trigger Rogers’s right to receive the “break up fee.”

• If no other competing offers are made and Microcell shareholders tender their shares under the Rogers offer, it would mean that, as soon as all conditions are met, the transaction would be closed. This would result in the effective transfer of control in Microcell, and all its assets to Rogers.

Obviously, this is a significant development for Microcell and for its employees who have made the company what it is today.

Rogers has already indicated to us that it intends, to maintain substantially the company’s operations, including our Fido brand, its personality and the basics of its product positioning, as well as development of our Inukshuk project. Rogers wants to maintain the Fido experience that our customers have come to know through the values that support our brand and the corporate style we have had since the outset. This approach should mean maximum retention of employees. Rogers has also agreed that staff reductions, if any, would take place in accordance with our human resources policies.

It is obvious to us that the talent and commitment of our employees is what has enabled Microcell to be a key player in the Canadian wireless telecommunications market. The company has been a source of pride for everyone associated with it as well as a provider of high quality services for our customers. At every stage of our eventful history, our ability to stay focussed on delivering the business plan and achieving the best possible operating results is what has led to our success.

Today, as always, our priority should remain our operations and our customers. This is the best way for all employees to contribute to the present and future success of Fido. In particular, until the information circulars are sent to shareholders and during the time the Rogers’ offer will be outstanding and the transaction eventually closed(around 45 to 50 day in total), we have to carry business as usual regarding all operations and activities.

We would like to thank you for your cooperation. We will continue to keep you informed of all developments regarding the current situation as soon as we possibly can.

André Tremblay
President and Chief Executive Officer Officer Alain Rhéaume
President and Chief Operating

Information about the Rogers bid

Q1. How would the operations of Rogers Wireless and Fido be maintained separated?

In the event that the Rogers bid is successful, it would be up to Rogers to determine Fido’s future goals and operational structure. The same applies to the organizational structure and marketing, service and distribution strategies. It would also be up to Rogers to determine the level of autonomy for managers of the Fido brand, as well as potential synergies between the two companies.

Q2. Would there be lay-offs, and if so, how many and when?

Of all the possible scenarios involving a competitor, the management believes that this is the most favourable for employee retention, given that Rogers intends to maintain the Fido brand. Decisions in this regard could only be made once the transaction has been completed and Rogers has analyzed the situation.

Q3. What sort of severance will I get if I lose my job?

Rogers has agreed to adhere to Microcell’s human resources policies. Our policy includes the following number of weeks that would be paid out in the event of lay-off:

		1 week per 6 months
Number of weeks by profile		of service	Number of weeks based on age
A = 5 weeks	+			+	40-44 years = 2 weeks
B = 5 weeks					45-49 years = 3 weeks
C = 6 weeks					50-54 years = 4 weeks
D = 9 weeks					55 years and over = 5 weeks
E = 12 weeks
F = 18 weeks

Any specific arrangements in an individual employment contract would also be respected.

Q4. What would the new legal status of Microcell be once the transaction will be completed?

Rogers would determine the legal structure that best meets the objectives of the combined companies.

Q5. What would happen to the long-term bonus program?

Appropriate steps were taken as part of the transaction to protect participants in the long-term bonus plan.

Q6. What happens to stock options that have not yet been vested?

Non-vested options would automatically become vested on the transaction date.

Q7. How will this announcement affect my day-to-day work over the next few weeks?

For now, this announcement will not affect your day-to-day work. The Rogers offer will be outstanding for 35 days after the filing of the circular, which should take place in the next ten working days. For as long as the transaction is not concluded, it is business as usual. Our job is to maintain the same high quality of service for our customers and ensure that we meet our objectives. All initiatives remain on track and we continue to plan for 2005. Until such time as a final transaction is concluded, our operational guidelines remain unchanged.

-----END PRIVACY-ENHANCED MESSAGE-----

EX-99.2

exv99w2