-----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, H94bgI1ZmGPE/vUL7HDKgMwr8q0Yp1d80SQtXuSc8YKzqbDlFG4Zq/ri/8++p8SE 28dsmiKKL4OsAHo5H807zg== 0000950157-04-000837.txt : 20041108 0000950157-04-000837.hdr.sgml : 20041108 20041108172114 ACCESSION NUMBER: 0000950157-04-000837 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20041108 DATE AS OF CHANGE: 20041108 GROUP MEMBERS: ROGERS COMMUNICATIONS INC. GROUP MEMBERS: ROGERS WIRELESS COMMUNICATIONS INC. FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ROGERS WIRELESS INC CENTRAL INDEX KEY: 0000879763 STANDARD INDUSTRIAL CLASSIFICATION: RADIO TELEPHONE COMMUNICATIONS [4812] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-T/A BUSINESS ADDRESS: STREET 1: ONE MOUNT PLEASANT ROAD CITY: TORONTO ONTARIO CANA STATE: A6 ZIP: M4Y 2Y5 BUSINESS PHONE: 4169351100 MAIL ADDRESS: STREET 1: ONE MOUNT PLEASANT ROAD CITY: TORONTO ONTARIO CANA STATE: A6 ZIP: M4Y 2Y5 FORMER COMPANY: FORMER CONFORMED NAME: ROGERS CANTEL INC DATE OF NAME CHANGE: 19950726 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-T/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-58635 FILM NUMBER: 041126704 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-T/A 1 scto_ta.txt AMENDMENT NO. 5 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -------------------- SCHEDULE TO (Rule 14d-100) TENDER OFFER STATEMENT PURSUANT TO SECTION 14(d)(1) or 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 5) -------------------- MICROCELL TELECOMMUNICATIONS INC. - ------------------------------------------------------------------------------ (Name of Subject Company (Issuer)) ROGERS WIRELESS INC. ROGERS WIRELESS COMMUNICATIONS INC. ROGERS COMMUNICATIONS INC. - ------------------------------------------------------------------------------ (Name of Filing Persons, Offerors) CLASS 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 Class of Securities) DAVID P. MILLER, ESQ. ROGERS WIRELESS INC. ONE MOUNT PLEASANT ROAD, 16TH FLOOR TORONTO, ONTARIO M4Y 2Y5 CANADA (416) 935-1100 - ------------------------------------------------------------------------------ (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, NY 10019-7475 (212) 474-1000 -------------------- This Amendment No. 5 amends and supplements the Tender Offer Statement on Schedule TO filed with the U.S. Securities and Exchange Commission on September 30, 2004 (as amended, the "Schedule TO"), relating to the Offers (collectively, the "Offers") by Rogers Wireless Inc. (the "Offeror"), a corporation incorporated under the Canada Business Corporations Act (the "CBCA") and a wholly-owned subsidiary of Rogers Wireless Communications Inc. (the "Parent"), a corporation incorporated under the CBCA, to purchase all of the issued and outstanding class A restricted voting shares (the "Class A Shares"), class B non-voting shares (the "Class B Shares" and, collectively with the Class A Shares, together with the associated Rights, the "Shares", including Shares issuable upon the exercise of outstanding options, warrants or other conversion or exchange rights other than the Rights and the Warrants), Warrants 2005 (the "Warrants 2005") and Warrants 2008 (the "Warrants 2008" and, collectively with the Warrants 2005, the "Warrants", and together with the Shares, the "Securities"), of Microcell Telecommunications Inc. (the "Company"), a corporation incorporated under the CBCA, at a purchase price of Cdn.$35.00 per Class A Share, Cdn.$35.00 per Class B Share, Cdn.$15.79 per Warrant 2005 and Cdn.$15.01 per Warrant 2008, in each case, net to the seller in cash, without interest, upon the terms and subject to the conditions set forth in the Offers to Purchase and Circular, dated September 30, 2004, and the related Letters of Acceptance and Transmittal (which, together with any amendments or supplements thereto, collectively, constitute the "Offering Materials"). Capitalized terms used herein and not defined have the respective meanings assigned to such terms in the Offers to Purchase and Circular. ITEMS 4 AND 8. TERMS OF THE TRANSACTION; INTEREST IN MICROCELL SECURITIES The Offeror announced today that the terms and conditions of its Offers for the Securities of the Company have been satisfied, with the necessary number of Securities having been successfully tendered and regulatory approvals having been secured to complete the acquisition. The Offer Period expired on Friday, November 5, 2004 at 5:00 p.m., Toronto time (the "Expiry Time"). The Offeror's preliminary calculations indicate that during the Offer Period Securityholders of the Company tendered approximately 181,721 Class A Shares, approximately 28,389,649 Class B Shares, 3,296,652 Warrants 2005 and 5,405,387 Warrants 2008. The Securities tendered during the Offer Period represent approximately 96% of the outstanding Class A Shares, 92% of the outstanding Class B Shares, 82% of the outstanding Warrants 2005 and 81% of the outstanding Warrants 2008. The Offeror has taken up and accepted for payment all Securities validly tendered to the Offers and not withdrawn prior to the Expiry Time. As contemplated in the Offers and under the Compulsory Acquisition provisions of the CBCA, the Offeror now intends to acquire the balance of the outstanding Class A and Class B Shares, each at Cdn.$35.00 per Share, and also intends to acquire the balance of the outstanding Warrants 2005 and Warrants 2008, each at Cdn.$15.79 and Cdn.$15.01 per Warrant, respectively. ITEM 12. EXHIBITS (a)(5)(iii)Press release issued by Rogers Wireless Inc., dated November 8, 2004. SIGNATURE After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: November 8, 2004 ROGERS WIRELESS INC. By:/s/ Graeme McPhail --------------------------------------------------- Name: Graeme McPhail Title: Vice President, Associate General Counsel ROGERS WIRELESS COMMUNICATIONS INC. By:/s/ Graeme McPhail --------------------------------------------------- Name: Graeme McPhail Title: Vice President, Associate General Counsel ROGERS COMMUNICATIONS INC. By:/s/ Graeme McPhail --------------------------------------------------- Name: Graeme McPhail Title: Vice President, Associate General Counsel EXHIBIT INDEX EXHIBIT NUMBER DESCRIPTION - -------------- --------------------------------------------------------- (a)(5)(iii) Press release issued by Rogers Wireless Inc., dated November 8, 2004. EX-99.A5III 2 ex99-a5iii.txt PRESS RELEASE Exhibit (a)(5)(iii) ROGERS WIRELESS SUCCESSFUL IN TENDER OFFERS TO ACQUIRE MICROCELL Combination of Rogers Wireless and Microcell Creates Canada's Largest Wireless Carrier Serving Approximately 5.5 Million Customers from Coast to Coast; Rogers Wireless Becomes Canada's Only Wireless Carrier Operating on the Global Standard GSM/GPRS Technology TORONTO and MONTREAL, November 8 -- Rogers Wireless Inc. ("RWI" or "Rogers Wireless"), a wholly-owned subsidiary of Rogers Wireless Communications Inc., announced today that the terms and conditions of its tender ofers for the securities of Microcell Telecommunications Inc. ("Microcell") have been satisfied with the necessary number of securities having been successfully tendered and regulatory approvals secured to complete the acquisition. The acquisition of Microcell by Rogers Wireless creates Canada's largest wireless carrier with the most extensive integrated wireless voice and data network in the country. With approximately 5.5 million customers and a nationwide network operating on the world standard GSM/GPRS technology, the combined company will offer consumers and businesses maximum coverage from coast to coast, an extensive portfolio of advanced wireless data services and devices, and the largest international roaming coverage of any wireless provider in Canada. As a result of the successful tender offers, Rogers Wireless has taken up and accepted for payment approximately 181,721 Class A Restricted Voting shares, 28,389,649 Class B Non-Voting shares, 3,296,652 Warrants 2005 and 5,405,387 Warrants 2008, being all of the securities of Microcell validly tendered to the offers and not withdrawn prior to the 5:00 p.m. November 5, 2004 expiry time. The tendered securities represent approximately 96% of the outstanding Class A Restricted Voting shares, 92% of the outstanding Class B Non-Voting shares, 82% of the outstanding Warrants 2005 and 81% of the outstanding Warrants 2008. "The combination of Rogers Wireless and Microcell creates Canada's largest wireless provider serving approximately 5.5 million customers and positions us as an even stronger competitor," said Ted Rogers, President and CEO, Rogers Communications. "Now, more than ever, wireless customers across the country can count on Rogers' leadership in delivering innovative solutions and real choice in the Canadian communications market." "The new Rogers Wireless is an even stronger communications company, well positioned for continued profitable growth and committed to providing superior service and value to our customers," said Nadir Mohamed, President and CEO, Rogers Wireless. "The new Rogers Wireless combines the nationwide strength of Rogers Wireless' network and brand with Fido's unique and well established brand and distribution channels. Together, we are now Canada's only wireless provider operating on the world standard GSM technology platform - meaning faster access to a wider array of new devices and services and the ability to travel the world with a single handset." Microcell and Rogers Wireless subscribers can count on a seamless transition and significant benefits as the two companies are combined. Microcell subscribers will enjoy the availability of access to Rogers Wireless' extensive network resulting in greatly expanded wireless coverage areas, especially outside of and between major urban centers, and will be able to continue using their existing wireless handsets and phone numbers. Both Rogers Wireless and Microcell customers will benefit from the combining of network assets which will provide for even greater coverage and quality. As contemplated in the offers and as provided for under the compulsory acquisition provisions of the Canada Business Corporations Act, Rogers Wireless now intends to acquire the balance of the Microcell Class A Restricted Voting shares and Class B Non-Voting shares, each at C$35.00 per share, and to acquire the balance of the Microcell Warrants 2005 and Warrants 2008, each at C$15.79 and C$15.01, respectively. Please see the most recent management's discussion and analysis ("MD&A") of Rogers Wireless and Rogers Communications dated October 27, 2004, for a discussion of financing arrangements relating to this transaction. These MD&A's are contained in the companies' third quarter 2004 earnings results available on the SEDAR website at www.sedar.com and on the U.S. Securities and Exchange Commission's website at www.sec.gov. Rogers Wireless anticipates sharing its expectations around integration costs and synergy opportunities from combining the two companies when it provides its 2005 overall financial and operating guidance, early in 2005. The 2004 annual guidance that was issued for Rogers Wireless earlier this year did not assume the acquisition of Microcell and will not be applicable to the combined company following closing of the acquisition. This press release is neither an offer to purchase nor a solicitation of an offer to sell shares of Microcell. Microcell's shareholders are advised to read the offering documents and the directors' circular regarding the offers referred to in this news release. The offering documents are available on the SEDAR website at www.sedar.com and on the U.S. Securities and Exchange Commission's website at www.sec.gov. Cautionary Statement Regarding Forward Looking Information: This news release includes certain forward looking statements 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. About Rogers: Rogers Wireless 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/EDGE network, the world standard for wireless communications technology. The combination of Rogers Wireless and Microcell will have 5.5 million wireless customers, and has offices in Canadian cities across the country. Rogers Wireless is a wholly-owned subsidiary of Rogers Wireless Communications Inc. (TSX: RCM; NYSE: RCN), which is approximately 89% owned by Rogers Communications Inc. Rogers Communications Inc. (TSX: RCI; NYSE: RG) is a diversified Canadian communications and media company. It is engaged in cable television, high-speed Internet access and video retailing through Canada's largest cable television provider, Rogers Cable Inc.; in wireless voice and data communications services through Canada's leading national GSM/GPRS cellular provider, Rogers Wireless Communications Inc.; and in radio, television broadcasting, televised shopping and publishing businesses through Rogers Media Inc. % SEDAR: 00003770EF For Further Information (Investment Community): Bruce M. Mann, 416.935.3532, bruce.mann@rci.rogers.com; Eric A. Wright, 416.935.3550, eric.wright@rci.rogers.com; (Media): Heather Armstrong, 416.935.6379, heather.armstrong@rci.rogers.com; 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-----