SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1 TO
SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION 14(D)(1)
OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
AND
AMENDMENT NO. 5 TO
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
ROGERS WIRELESS COMMUNICATIONS INC.
(Name of Subject Company (issuer))
ROGERS COMMUNICATIONS INC.
RWCI ACQUISITION INC.,
(Names of Filing Persons (offerors))
ROGERS WIRELESS COMMUNICATIONS INC.
(Name of Filing Person (subject company in a 13E-3 transaction))
CLASS B RESTRICTED VOTING SHARES
(Title of Class of Securities)
775102205
(CUSIP Number of Class of Securities)
(Name, Address and Telephone Numbers of Person Authorized to
Receive Notices and Communications on Behalf of Filing Persons)
DAVID P. MILLER, ESQ.
ROGERS WIRELESS COMMUNICATIONS INC.
ONE MOUNT PLEASANT ROAD
16TH FLOOR
TORONTO, ONTARIO M4Y 275
CANADA
WITH A COPY TO:
JOHN T. GAFFNEY, ESQ.
CRAVATH, SWAINE & MOORE LLP
WORLDWIDE PLAZA
825 EIGHTH AVENUE
NEW YORK, NEW YORK
10019-7475
December 15, 2004
CALCULATION OF FILING FEE
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TRANSACTION VALUATION(1) AMOUNT OF FILING FEE(2)
US$715,462,248 US$84,210
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(1) Estimated solely for the purpose of calculating the filing fee
pursuant to Rule 0-11(d) and 0-11(a)(4) of the Securities Exchange Act of
1934, as amended, the filing fee was calculated based on (a) the product
of (i) US$41.59, which is the average of the high and low sale prices per
registered share of Class B Restricted Voting Shares of Rogers Wireless
Communications Inc. ("RWCI") as reported on the Toronto Stock Exchange on
November 30, 2004, converted into U.S. dollars at the noon buying rate in
New York City for Canadian Dollars on such date of Cdn.$1.1902 = US$1.00
as certified for customs purposes by the Federal Reserve Bank of New York
on such date, and (ii) 17,202,747, which is the estimated number of
outstanding RWCI Class B Restricted Voting Shares not owned by Rogers
Communications Inc. and its subsidiaries (assuming full conversion of all
outstanding exercisable options for RWCI Class B Restricted Voting
Shares).
(2) The amount of the filing fee is calculated in accordance with Rule
0-11 of the Securities Exchange Act of 1934, as amended.
|X| 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: US$90,454
Form or Registration No.: Form F-10
Filing Party: Rogers Communications Inc.
Date Filed: November 24, 2004
| | 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 Rule 13e-4.
|X| going-private transaction subject to Rule 13e-3.
|X| 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: |_|
This Amendment No. 1 amends and supplements the joint Schedule TO-T and
Schedule 13E-3 filed by Rogers Communications Inc. ("RCI"), a British Columbia
corporation, RWCI Acquisition Inc., a British Columbia corporation and a
wholly owned subsidiary of RCI ("RCI Subco") and Rogers Wireless
Communications Inc., a Canadian corporation with the U.S. Securities and
Exchange Commission (the "SEC") on November 26, 2004 (as amended, the
"Schedule TO-T/13E-3").
The Schedule TO-T/13E-3 relates to the offers to purchase all the
outstanding Class B Restricted Voting Shares of Rogers Wireless Communications
Inc. (the "Shares") not owned by RCI and its affiliates in exchange for 1.75
RCI Class B Non-Voting Shares (the "Offer"). The Offer is subject to the terms
and conditions set forth in the Take-Over Bid Circular dated November 24, 2004
and the related Letter of Acceptance and Transmittal, copies of which were
filed as Exhibits (a)(1)(A) and (a)(1)(C), respectively, to the initial
Schedule TO-T/13E-3.
Capitalized terms used herein and not defined herein have the respective
meanings assigned to such terms in the Take-Over Bid Circular.
ITEM 4. TERMS OF THE TRANSACTION; ITEM 13. INFORMATION REQUIRED BY SCHEDULE
13E-3.
The first sentence under the heading "WHAT DOES THE CORPORATION'S BOARD OF
DIRECTORS THINK OF THE OFFER?" on page four of the Offer to Purchase is hereby
amended and restated in its entirety as follows:
"The board of directors of the Corporation has concluded
that the offer is fair and reasonable to shareholders (other
than RCI and its affiliates) and recommends that they tender
their shares to the offer."
The first paragraph under the heading "IS ROGERS COMMUNICATIONS INC.
ATTEMPTING TO ACQUIRE ALL OF THE CORPORATION?" on page four of the Offer to
Purchase is hereby amended and restated in its entirety as follows:
"We are making the Offer in order to acquire all of the
outstanding Class B Restricted Voting Shares not owned by
us. If we complete the Offer but do not then own 100% of the
Corporation, we currently intend, depending on the number of
Class B Restricted Voting Shares we have acquired, to
promptly acquire all remaining Class B Restricted Voting
Shares not then owned by us through a second-step
transaction as described below."
The following question and answer are hereby added to the end of the Summary
Term Sheet on page five of the Offer to Purchase:
"WILL THERE BE A SUBSEQUENT OFFERING PERIOD?
Although we do not currently intend to do so, we may extend
the Offer for a period of between 10 calendar days and 20
U.S. business days following the Expiry Time, provided we
have immediately taken up and promptly paid for all RWCI
Restricted Voting Shares deposited prior to the Expiry Time.
See "OFFER TO PURCHASE -- Section 5 -- Extension and
Variation of the Offer - Subsequent Offering Period.""
The Glossary to the Offer to Purchase is hereby amended by adding the
following definition on page eight of the Offer to Purchase after the
definition of "Subsequent Offering Period":
""TAKE UP" and "TAKE-UP", in reference to RWCI Restricted
Voting Shares means to accept such RWCI Restricted Voting
Shares for payment by giving written notice of such
acceptance to the Depositary. "TAKING UP" and "TAKEN UP"
have correlative meanings."
The introduction to Section 4 "Conditions of the Offer" on page 13 of the
Offer to Purchase is hereby amended and restated in its entirety as follows:
"Notwithstanding any other provision of the Offer and
subject to applicable law, the Offerors shall have the right
to withdraw the Offer and
not take up and pay for, or to extend the period of time
during which the Offer is open for acceptance and postpone
taking up and paying for, any RWCI Restricted Voting Shares
deposited under the Offer if, at any time at or before the
Expiry Time, any of the following events shall have occurred
(as determined by the Offerors) which, in the Offerors'
reasonable judgment in any such case, makes it inadvisable
to proceed with the Offer or with the take up of Deposited
Shares:"
Clause (d) of Section 4 "Conditions of the Offer" on page 14 of the Offer to
Purchase is amended and restated in its entirety as follows:
"(d) there shall have occurred any tax change (including any
proposal to amend the Tax Act or any announcement,
governmental or regulatory initiative, issue of an
interpretation bulletin, condition, event or development
involving a prospective change) that, in the reasonable
judgment of the Offerors, has or may have an adverse effect
on the Corporation, an Offeror or any of their respective
subsidiaries, on any Compulsory Acquisition or Subsequent
Acquisition Transaction or on a subsequent sale or
disposition of assets of the Corporation or any of its
subsidiaries;"
The first sentence in the first full paragraph on page 14 of the Offer to
Purchase is hereby amended and restated in its entirety as follows:
"The foregoing conditions are for the exclusive benefit of
the Offerors and may be asserted by the Offerors in their
sole discretion regardless of the circumstances giving rise
to such assertion (other than any intentional action or
inaction by an Offeror), or may be waived by the Offerors,
in their sole discretion, in whole or in part, at any time
and from time to time, prior to the Expiry Time without
prejudice to any other rights which an Offeror may have."
The last paragraph on page 14 of the Offer to Purchase is hereby amended and
restated in its entirety as follows:
"Subject as hereinafter described, the Offerors expressly
reserve the right, in their sole judgment, at any time and
from time to time during the Offer Period or at any other
time if permitted by applicable law, to extend the Offer
Period or to vary the Offer by giving written notice, or
other communication confirmed in writing, of such extension
or variation to the Depositary at its principal office in
Toronto, Ontario, Canada, and by causing the Depositary as
soon as practicable thereafter to communicate such notice to
all holders of RWCI Restricted Voting Shares that have not
been taken up prior to the extension or variation in the
manner set forth in Section 11 of the Offer to Purchase,
"Notices and Delivery". The Offerors will, as soon as
practicable after giving notice of an extension or
variation to the Depositary, make a public announcement of
the extension or variation, such announcement to be made
promptly, in the case of a variation, and in the case of an
extension, to be disseminated no later than 9:00 a.m.,
Toronto time, on the earlier of (i) the next business day
after the extension or variation and (ii) the next U.S.
business day after the previously scheduled Expiry Time, and
will provide a copy of the written notice to the TSX and the
NYSE. Any notice of extension or variation will be deemed to
have been given and be effective at the time on the day on
which it is delivered or otherwise communicated to the
Depositary at its principal office in Toronto, Ontario,
Canada. Notwithstanding the foregoing, but subject to
applicable law, the Offer may not be extended by the
Offerors, if all of the terms and conditions of the Offer,
except those waived by the Offerors, have been fulfilled or
complied with, unless the Offerors first takes up all
Deposited Shares. Any such notice will include the
approximate number of RWCI Restricted Voting Shares tendered
at the time of the announcement."
The first full paragraph on page 16 of the Offer to Purchase is amended and
restated in its entirety as follows:
"A Subsequent Offering Period, if one is included, does not
constitute an extension of the Offer for purposes of the
Exchange Act, although it does constitute an extension of
the Offer under Canadian securities laws. Under Canadian
securities laws, in order for an Offeror to take up and pay
for additional RWCI Restricted Voting Shares deposited after
the initial Expiry Time, the Offerors must either (i) extend
the Offer in accordance with Canadian securities laws (which
extension would be treated as a Subsequent Offering Period
in the United States) or (ii) initiate a new offer in
respect of RWCI Restricted Voting Shares, which new offer
could not be consummated for at least 35 days. For purposes
of the Exchange Act, a Subsequent Offering Period is an
additional period of time beginning on the next business day
after the Expiry Time during which Shareholders may deposit
RWCI Restricted Voting Shares not deposited during the
Offer. For purposes of applicable Canadian securities laws,
a Subsequent Offering Period is an additional period of time
by which the Offer is extended, following the satisfaction
or waiver of all conditions of the Offer and the take-up of
all RWCI Restricted Voting Shares then deposited under the
Offer, and during which period Shareholders may deposit RWCI
Restricted Voting Shares not deposited prior to the
commencement of the Subsequent Offering Period with respect
to the Offer. The Offerors do not currently intend to
include a Subsequent Offering Period with respect to the
Offer, although the Offerors reserve the right to do so in
their sole discretion. If the Offerors elect to include a
Subsequent Offering Period with respect to the Offer, for
purposes of applicable United States federal securities
laws, the Offerors will include a statement of their
intention to do so in the press release announcing the
results of the Offer disseminated no later than 9:00 a.m.,
Toronto time, on the next business day after the previously
scheduled Expiry Time. For
purposes of applicable Canadian securities laws, the
Offerors will provide a written notice of extension of the
Offer with respect to the implementation of the Subsequent
Offering Period, including the period during which the Offer
will be open for acceptance, to the Depositary and will
cause the Depositary to provide as soon as practicable
thereafter a copy of such notice in the manner set forth in
Section 11 of the Offer to Purchase, "Notices and Delivery"
to all holders of RWCI Restricted Voting Shares that have
not been taken up pursuant to the Offer at the date of the
extension. The same form and amount of consideration will be
paid to Shareholders depositing RWCI Restricted Voting
Shares during the Subsequent Offering Period, if one is
included, as would have been paid prior to the commencement
of such period. Notwithstanding the provisions of United
States federal securities laws relating to subsequent
offering periods, the Offerors will permit withdrawal of
deposited RWCI Restricted Voting Shares during any
Subsequent Offering Period, if there is one, at any time
prior to the Expiry Time of such Subsequent Offering Period;
provided, however, that this right of withdrawal will not
apply in respect of Deposited Shares taken up by an Offeror
prior to the Subsequent Offering Period. Withdrawing holders
of RWCI Restricted Voting Shares who have deposited such
RWCI Restricted Voting Shares during the Subsequent Offering
Period and have received payment for such RWCI Restricted
Voting Shares must return such payment to the applicable
Offeror prior to any withdrawal. Subject to the following
sentence, the Expiry Time with respect to a subsequent Offer
shall be 9:00 p.m., Toronto time, on the last day of the
Subsequent Offering Period, unless determined otherwise
pursuant to the provisions of this Section 5. The foregoing
sentence will not limit the requirement that the conditions
to the Offers set forth in Section 4 of the Offer to
Purchase, "Conditions of the Offer", be satisfied or waived
prior to the initial Expiry Time, which will be before the
commencement of the Subsequent Offering Period."
Page 17 of the Offer to Purchase is hereby amended by adding the following
paragraph at the end thereof:
"Notwithstanding the provisions of United States federal
securities laws relating to subsequent offering periods, the
Offerors will permit withdrawal of deposited RWCI Restricted
Voting Shares during any Subsequent Offering Period, if
there is one, at any time prior to the Expiry Time of such
Subsequent Offering Period; provided, however, that this
right of withdrawal will not apply in respect of Deposited
Shares taken up by an Offeror prior to the Subsequent
Offering Period. Withdrawing holders of RWCI Restricted
Voting Shares who have deposited such RWCI Restricted Voting
Shares during the Subsequent Offering Period and have
received payment for such RWCI Restricted Voting Shares must
return such payment to the applicable Offeror prior to any
withdrawal."
The first paragraph on page 17 of the Offer to Purchase is amended and
restated in its entirety as follows:
"Except as otherwise stated in this Section 6 and subject to
applicable law, all deposits of RWCI Restricted Voting
Shares pursuant to the Offer are irrevocable. Any Deposited
Shares may be withdrawn by or on behalf of the depositing
Shareholder:
(a) at any time before the Deposited Shares have been
taken up by and Offeror;
(b) during a Subsequent Offering Period; provided, however,
that this right of withdrawal will not apply in
respect of RWCI Restricted Voting Shares taken up by
an Offeror prior to the Subsequent Offering Period;
(c) if the RWCI Restricted Voting Shares have not been paid
for by the purchasing Offeror, within three business
days after having been taken up; and
(d) as required by the Exchange Act, at any time after
January 23, 2004, provided that the RWCI Restricted
Voting Shares have not been accepted for payment by
the purchasing Offeror prior to the receipt by the
Depositary of the notice of withdrawal in respect
of such RWCI Restricted Voting Shares."
The second paragraph on page 18 of the Offer to Purchase is hereby amended by
adding the following sentence at the end thereof:
"Promptly following notification of the Depository of the
Offerors' take-up of Deposited Shares, the Offerors will
forthwith issue a press release over the Dow Jones News Wire
Service to that effect, which press release will disclose
the approximate number of RWCI Restricted Voting Shares
deposited in the Offer and the approximate number that have
been taken up."
The second paragraph on page 20 of the Offer to Purchase under the caption
"Other Terms of the Offer" is hereby amended and restated in its entirety as
follows:
"The Offer and all contracts resulting from the acceptance
of the Offer shall be governed by and construed in
accordance with the laws of the Province of Ontario and the
laws of Canada applicable therein. Each party to the
agreement resulting from the acceptance of the Offer
unconditionally and irrevocably attorns to the jurisdiction
of the courts of the Province of Ontario, Canada. The
foregoing shall not restrict the applicability to the Offer
of the securities laws of the United States or any other
applicable jurisdiction. However, Shareholders should be
aware that the enforcement by holders of civil liabilities
under United States federal
securities laws may be affected adversely by the fact that
the Offerors are governed by the laws of Canada, that the
majority of their respective officers and directors reside
outside the United States, that some of the experts named in
the Offer to Purchase reside outside the United States and
that all or a substantial portion of the assets of the
Offerors and said persons may be located outside the United
States. Shareholders may not be able to sue a foreign
company or its officers or directors in a foreign court for
violations of United States federal securities laws. It may
be difficult to compel a foreign company and its affiliates
to subject themselves to a U.S. court's judgment."
Page 36 of the Circular is hereby amended by adding the following subsection
above the caption "INDEPENDENT COMMITTEE OF THE CORPORATION":
"OTHER
The Offer does not require the approval of a majority of
the Minority Shareholders. The Offerors intend to take-up and
pay for any and all RWCI Restricted Voting Shares deposited
in the Offer, subject to satisfaction or waiver of certain
conditions. See Section 4 of the Offer to Purchase,
"Conditions of the Offer."
Page 38 of the Circular is hereby amended by adding the following sentence to
the end of the last paragraph thereof:
"The Board of Directors did not consider net book value or
liquidation value of the Corporation in considering the
fairness of the Offer from a financial point of view as BMO
Nesbitt Burns had determined that these yielded lower values
than the going concern value of the Corporation. The Board
of Directors did consider the going concern value, which was
analyzed in the Valuation and Fairness Opinion provided to
the Board of Directors by BMO Nesbitt Burns."
Page 40 of the Circular is hereby amended by adding the following sentence
after the first sentence of the first paragraph thereof:
"The November 9, 2004 report will be made available for
inspection and copying at RWCI's principal executive offices
(One Mount Pleasant Road, Toronto, Ontario, Canada M4Y 2Y5)
during its regular business hours by an interested holder of
RWCI Restricted Voting Shares or representative who has been
so designated in writing."
The information under the headings "Scotia Capital Presentation", "Shareholder
Base" and Preliminary Financial Analysis", on pages 41 and 42 of the Circular
is hereby amended and restated in its entirety as follows:
"SUMMARY OF SCOTIA CAPITAL REPORT
In the course of providing advice to RCI, Scotia Capital
provided to the board of directors of RCI on November 11,
2004 a presentation of financial information and analysis.
The November 11, 2004 presentation will be made available
for inspection and copying at RWCI's principal executive
offices (One Mount Pleasant Road, Toronto, Ontario, Canada
M4Y 2Y5) during its regular business hours by an interested
holder of RWCI Restricted Voting Shares or representative
who has been so designated in writing.
Scotia Capital did not have the opportunity to conduct due
diligence in respect of RWCI or have discussions with RWCI
management. Scotia Capital has, on occasion, acted as
financial advisor to RCI with respect to strategic
initiatives and acts as a member of RCI's banking group.
Scotia Capital has also participated in some of RCI's equity
financings. In preparing its analysis, Scotia Capital
reviewed and relied upon (without independently verifying
the completeness or the accuracy thereof), among other
things, publicly available information regarding RCI, the
Corporation and Microcell, and such other corporate,
industry and financial market information, investigations
and analyses as Scotia Capital considered necessary or
appropriate in the circumstances. The analysis presented by
Scotia Capital was indicative in nature and was prepared
solely to provide RCI with a preliminary illustration of the
pricing of RWCI Restricted Voting Shares to assist RCI in
formulating its offer. Such analysis was not intended as an
opinion, report or valuation of the RWCI Restricted Voting
Shares. The description of the analysis set forth below is
qualified in its entirety by reference to the text of such
analysis.
SHAREHOLDER BASE
Scotia Capital provided to the board of directors of RCI an
analysis of the RWCI shareholder base. The analysis was
based on publicly available information. Due to the time lag
between trading activity and public filing, the analysis did
not offer a definitive current view of RWCI's shareholder
base. Scotia Capital estimated that the top 20 institutional
shareholders in RWCI owned approximately 20% of the RWCI
Restricted Voting Shares not held by RCI and RCI Subco
outstanding. Scotia Capital performed a cross-shareholder
analysis of the top 20 institutional shareholders
in RWCI and their respective holdings in RCI Non-Voting
Shares and determined that 15 of the top 20 RWCI
institutional shareholders were holders of RCI Non-Voting
Shares. Scotia Capital described the share price performance
and trading patterns for both the RWCI Restricted Voting
Shares and the RCI Non-Voting Shares since January 2001,
including reviewing the two year historical exchange ratio
of RCI and RWCI relative to the 20-day moving average, the
implied exchange ratio paid for the acquisition of all RWCI
Restricted Voting Shares owned by JVII and the exchange
ratio offered by RCI in its unsuccessful attempt to acquire
the outstanding RWCI Restricted Voting Shares not owned by
RCI in 2001.
Scotia Capital also estimated that a number of RWCI
Restricted Voting Shares, equivalent to approximately 90% of
the RWCI Restricted Voting Shares not owned by RCI and RCI
Subco, had traded on the TSX since November 2003 at a price
less than C$40.00 per share.
PRELIMINARY FINANCIAL ANALYSIS
Scotia Capital reviewed the preliminary "en bloc" valuation
range of BMO Nesbitt Burns in the context of the
Corporation's 52-week trading range on the TSX, consensus
research estimates and selected precedent transactions.
Trading Range: Scotia Capital reviewed the trading of the
RWCI Restricted Voting Shares on the TSX over the last 52
weeks and determined that it was in the range of $25.75 to
$46.71 per RWCI Restricted Voting Share.
Select Precedent Transactions Analysis: Scotia Capital
reviewed publicly available information with respect to
recent transactions in the wireless telecommunications
industry in North America. For the purposes of its analysis,
Scotia Capital considered transactions where the target
company had significant cellular operations to be the most
relevant and comparable. Such transactions are set forth in
the table below.
Enterprise Value
----------------------------
Announce Date Acquiror Target Revenue EBITDA
----------------------- ---------------------- ------------------------ ------------ ------------
(Last 12 Months)
CANADIAN TRANSACTIONS
20-Sep-04 Rogers Wireless Microcell 2.4x 19.0x
Communications Inc. Telecommunications Inc.
13-Sep-04 Rogers Wireless Rogers Wireless 2.2x 7.3x
Communications Inc. Communications Inc.
21-Aug-00 Telus Corp. Clearnet 14.4x n.m.
Communications Inc
30-Jul-99 BCE Inc. BCE Mobile 3.9x 16.0x
Communications
U.S. TRANSACTIONS
17-Feb-04 Cingular Wireless AT&T Wireless 3.0x 10.5x
15-Nov-00 Verizon Wireless Price Communications 7.4x 13.7x
Wireless
27-Aug-00 Deutsche Telekom Powertel Inc. 18.7x n.m
24-Jul-00 Deutsche Telekom VoiceStream Wireless 12.7x n.m.
Corporation
Scotia Capital believed that more emphasis should be placed
upon the enterprise value to EBITDA multiple as it is more
reflective of a company's operating profitability and cost
structure than the revenue multiple. EBITDA was defined as
the earnings before interest, taxes, depreciation and
amortization. Enterprise value was defined as the equity
market value of the subject company plus its net
indebtedness, the value of its preferred stock and the value
of any minority interest in the applicable company. Applying
an illustrative EBITDA multiple range of 8.0x to 10.0x to
RWCI yielded an illustrative pricing range of approximately
$48.53 to $66.89 per RWCI Restricted Voting Share.
Scotia Capital cautions that precedent transactions analysis
should be used for illustrative purposes only as the use of
selected transaction multiples does not explicitly take into
account the current market expectations towards the
companies involved and the particular circumstances of any
proposed transaction.
Selected Research Views: Scotia Capital also advised the
board of directors of RCI that, at the time of its analysis,
equity research analysts had established price targets for
RWCI Restricted Voting Share ranging from $47.00 to $65.00.
In addition, Scotia Capital compared, using publicly
available information, selected financial information of the
Corporation with similar information for selected publicly
traded wireless telecommunications companies located Canada
and the United States.
Scotia Capital also provided the board of directors of RCI
with its views as to offer strategy and timing, as well as
to the potential reaction to the Offer by holders of the RCI
Non-Voting Shares and the RWCI Restricted Voting Shares."
The first paragraph on page 48 of the Circular is hereby amended and
restated in its entirely as follows:
"If the Offer is successful, the Offerors' current intention
is to acquire the RWCI Restricted Voting Shares of any
holders who have not accepted the Offer pursuant to a
Compulsory Acquisition or Subsequent Acquisition
Transaction. See "ACQUISITION OF RWCI RESTRICTED VOTING
SHARES NOT DEPOSITED" and "BACKGROUND TO THE OFFER --
STRUCTURE OF THE TRANSACTION" in this Circular. As a result
of such a second-step transaction, the Offerors would have a
100% interest in both the net book value and net earnings of
RWCI. On a pro forma basis, taking into account the
Microcell acquisition, the acquisition of all RWCI
Restricted Voting Shares owned by JVII, the financing
transactions and the Offer, 100% of RWCI's net income based
on U.S. GAAP would be $1,111.4 million and ($55.2 million)
for the year ended December 31, 2003 and the nine months
ended September 30, 2004, respectively, and 100% of RWCI's
net book value based on U.S. GAAP at September 30, 2004
would be $1,163.3 million. If the Offerors proceed with the
acquisition of the RWCI Restricted Voting Shares not
deposited under the Offer, RCI intends that the RWCI
Restricted Voting Shares will be delisted from the TSX and
the NYSE."
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.
SCHEDULE TO, SCHEDULE 13D/A and
SCHEDULE 13E-3
ROGERS COMMUNICATIONS INC.
by /s/ Graeme McPhail
----------------------------------------------
Name: Graeme McPhail
Title: Vice President, Associate General Counsel
RWCI ACQUISITION INC.
by /s/ Graeme McPhail
-----------------------------------------------
Name: Graeme McPhail
Title: Vice President, Associate General Counsel
SCHEDULE 13E-3
ROGERS WIRELESS COMMUNICATIONS INC.
by /s/ Graeme McPhail
-----------------------------------------------
Name: Graeme McPhail
Title: Vice President, Associate General Counsel
Dated: December 15, 2004