RCI Acquires RWCI\'s Restricted Voting Shares

On December 31, 2004, Rogers Communications Inc. (RCI) announced that, together with its wholly owned subsidiary RWCI Acquisition Inc. (the offerors), it acquired 93.5 per cent of the Rogers Wireless Communications Inc. (RWCI) class B restricted voting shares (RWCI restricted voting shares) held by the public under a takeover bid that expired on December 30, 2004. The deal was worth approximately $785 million.

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. RWCI’s board of directors concluded that the offer was fair and reasonable to minority shareholders of RWCI and recommended that shareholders tender their RWCI restricted voting shares to the offer.

The offerors 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. The offerors now own all of the RWCI restricted voting shares.
RCI and RWCI were represented in Canada by Torys LLP under the direction of David Miller, vice-president and general counsel of Rogers Communications, and Graeme McPhail, vice-president and associate general counsel of Rogers Wireless. The Torys team included Jim Turner, John Emanoilidis, John Toffoletto and Nathan Verhagen (corporate/securities) and James Welkoff (tax). Cravath, Swaine & Moore LLP represented RCI and RWCI in the US with a team that included John Gaffney, Erik Tavzel, Alyssa Caples, Willie Wright, Catherine Loughlin and Adam Taylor.

The independent committee of RWCI was represented by Ogilvy Renault with a team that included Richard Sutin and Ava Yaskiel.

BMO Nesbitt Burns, the financial advisor to the independent committee, was represented by Goodmans LLP with a team that included Jonathan Lampe and Neill May.