Rogers Communications Inc. ("RCI") and Rogers Wireless Communications Inc. ("Rogers Wireless") announced that RCI has entered into a letter agreement with AT&T Wireless Services, Inc. ("AWE") on behalf of JVII General Partnership ("JVII") to facilitate a possible sale by JVII of 48.6 million shares of Class B Restricted Voting shares of Rogers Wireless.
Under the terms of the letter agreement, RCI has agreed to assist JVII in offering to sell all, but not less than all, of its shares of Rogers Wireless. The sales would be made in Canada and the U.S. pursuant to exemptions from the prospectus and registration requirements of Canadian and U.S. securities laws (collectively, the "Proposed Transactions"). The letter agreement terminates if the Proposed Transactions are not completed on or prior to September 30, 2004. The decision to sell its shares of Rogers Wireless pursuant to the Proposed Transactions is in JVII's sole discretion. Accordingly, there can be no assurance that JVII's shares of Rogers Wireless will be sold in the Proposed Transactions.
Currently JVII owns an aggregate of 48.6 million Class A Multiple Voting shares and Class B Restricted Voting shares of Rogers Wireless. RCI owns approximately 55.5% of the equity of Rogers Wireless and the remaining 10.6% ownership is publicly owned and traded in Canada and the U.S. If a sale of JVII's Rogers Wireless shares is completed as contemplated by the letter agreement, the result would be that RCI's ownership of the outstanding Class A Multiple Voting shares of Rogers Wireless would increase from 69.4% today to 100%.
In connection only with the Proposed Transactions, RCI has waived its right of first negotiation under its existing shareholders agreement with Rogers Wireless and JVII dated August 16, 1999, as amended (the "Shareholders Agreement"). Prior to the completion of any Proposed Transactions, JVII is required to convert all of its Class A Multiple Voting shares of Rogers Wireless into Class B Restricted Voting shares of Rogers Wireless, and, in addition, no one person upon completion of the Proposed Transactions may have acquired more than 5% (10% for certain suppliers to Rogers Wireless) of the outstanding equity shares of Rogers Wireless.
Under the letter agreement, if JVII wishes to proceed with the Proposed Transactions at a sale price that is equal to or less than C$36.00 per share, net of commissions and expenses, RCI has the right to purchase all of the shares being offered for sale at the proposed final net sale price per share. In order to exercise that right, RCI must give notice to JVII no later than 24 hours from receipt of a sale notice from JVII. RCI has made no decision whether it would exercise its right to purchase JVII's 48.6 million shares of Rogers Wireless should such shares be offered to it by JVII in accordance with the terms of the letter agreement.
RCI and Rogers Wireless are continuing to consider various other corporate initiatives that either or both might pursue. These include but are not limited to reviewing current wireless industry developments and consolidation activities and the related possibility of offering to purchase, alone or with others, shares or assets of Microcell Telecommunications Inc., and additional operational integration opportunities amongst the RCI operating companies. Neither RCI nor Rogers Wireless has made any decision in respect of any such matters and there is no assurance that any such initiatives will be pursued.
Upon the closing of the Proposed Transactions, the Shareholders' Agreement will terminate, including certain governance and other rights of JVII thereunder, and JVII's four nominees on the board of Rogers Wireless will resign immediately thereafter.
A copy of the above referenced letter agreement will be filed by RCI in Canada on SEDAR and in the U.S. on EDGAR.
The shares of Rogers Wireless to be offered in the Proposed Transactions have not been and will not be registered under the U.S. Securities Act of 1933 and may not be sold in the U.S. absent registration or an applicable exemption from registration requirements. Neither RCI nor Rogers Wireless will receive any proceeds from the Proposed Transactions.