Filed by Rogers Communications Inc.
Pursuant to Rule 425 under the Securities Act of 1933
and deemed to be filed pursuant
to Rule 14a-12 of the
Securities Exchange Act of 1934
Subject Company: Rogers Wireless Communications INc.
Commission File Number: 005-61893
THE FOLLOWING PRESS RELEASE WAS DISSEMINATED BY ROGERS COMMUNICATIONS INC. AND
ROGERS WIRELESS COMMUNICATIONS INC. ON DECEMBER 31, 2004.
Attention Business Editors:
Rogers Communications Successful in Exchange Offer for Rogers Wireless Shares
93.5% of Publicly Held Rogers Wireless Shares Tendered to the Exchange Offer;
Rogers Communications to Proceed Immediately to Take Rogers Wireless
Private
TORONTO, Dec. 31 /CNW/ - Rogers Communications Inc. ("RCI") announced
today that it and its wholly-owned subsidiary RWCI Acquisition Inc. (the
"Offerors") have acquired 93.5% of the Rogers Wireless Communications Inc.
("RWCI") Class B Restricted Voting shares ("RWCI Restricted Voting shares")
held by the public under the exchange offer which expired last night. The
results are sufficient to enable the Offerors to proceed immediately to take
Rogers Wireless private.
RCI's exchange offer to purchase any or all of the publicly owned RWCI
Restricted Voting shares, with the consideration being 1.75 RCI Class B
Non-Voting shares for each RWCI Restricted Voting share held, was announced on
November 11, 2004 and was mailed to RWCI shareholders, along with RWCI's
Directors' Circular, on November 25, 2004.
Prior to the expiry time last night, 14,991,077 RWCI Restricted Voting
shares were validly tendered in the offer and not properly withdrawn. This
represents approximately 93.5% of the total number of outstanding RWCI
Restricted Voting shares not owned by the Offerors. The Offerors have taken up
and accepted for payment all of the RWCI Restricted Voting shares validly
tendered to the offer and not withdrawn prior to the expiry time, and as a
result, RCI and its affiliates now own 79,902,893 RWCI Restricted Voting
shares, representing approximately 98.7% of the RWCI Restricted Voting shares
outstanding, and 62,820,371 RWCI Class A Multiple Voting shares, representing
100% of the RWCI Class A Multiple Voting shares outstanding.
Accordingly, the Offerors have acquired sufficient RWCI Restricted Voting
shares under the exchange offer in order to permit them to carry out a
compulsory acquisition of all of the remaining RWCI Restricted Voting shares
owned by the public by means of a compulsory acquisition under Section 206 of
the Canada Business Corporations Act. RCI intends to immediately take steps to
exercise that right. RCI and RWCI also expect that the Toronto Stock Exchange
and New York Stock Exchange will initiate delisting of the RWCI Restricted
Voting shares shortly. Shareholders who did not tender their RWCI Restricted
Voting shares to the offer will be offered the same consideration per share in
the subsequent compulsory acquisition as they would have received had they
tendered their shares to the offer prior to the expiry time.
RCI and RWCI Acquisition Inc. are joint actors in connection with the
offer and they together have ownership and control of the RWCI Restricted
Voting shares referred to in this news release.
The exchange offer is not being, and will not be, made in any jurisdiction
where not permitted by law. RCI and RWCI urge U.S. holders of RWCI Restricted
Voting shares to read the Registration Statement on Form F-10 related to the
exchange offer, as well as other documents that have been or will be filed
with the SEC, as these documents contain important information to assist
shareholders in making an informed investment decision.
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This communication shall not constitute an offer to sell or the
solicitation of an offer to buy, nor shall there be any sale of securities in
any jurisdiction in which the offer, solicitation or sale would be unlawful
prior to registration or qualification under the securities laws of any such
jurisdiction. No offering of securities shall be made in the U.S. except by
means of a prospectus meeting the requirements of the Securities Act of 1933,
as amended.
In connection with the exchange offer, RCI has previously filed materials
on SEDAR and in the U.S. with the SEC. Investors are urged to read these
materials because they contain important information. Investors may obtain a
free copy of these materials, as well as other materials filed on SEDAR and
with the SEC concerning RCI, at www.sedar.com and 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. SEC.
About the Companies:
Rogers Wireless Communications Inc. (TSX: RCM; 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/EDGE network, the world standard for wireless communications
technology. Following its November 2004 acquisition of Microcell
Telecommunications, Rogers Wireless has 5.5 million wireless customers and
offices in Canadian cities across the country. Rogers Wireless is majority
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 Rogers Wireless Communications Inc., Canada's
largest wireless provider and the country's only provider operating on the
GSM/GPRS world standard technology platform; and in radio, television
broadcasting, televised shopping and publishing businesses through Rogers
Media Inc. For further information about the Rogers group of companies, please
visit www.rogers.com.
%SEDAR: 00003770EF
For further information: Bruce M. Mann, (416) 935-3532,
bruce.mann@rci.rogers.com; Eric A. Wright, (416) 935-3550,
eric.wright@rci.rogers.com;
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