Rogers Wireless Acquires Microcell

On November 8, 2004, Rogers Wireless Inc. announced that the terms of its tender offers for the securities of Microcell Telecommunications Inc. were satisfied and that it was proceeding to acquire 100 per cent of Microcell. The acquisition makes Rogers Wireless Canada’s largest wireless carrier.

Rogers Wireless performed the role of a white knight as it aggressively snatched control of Microcell from TELUS in a competitive bid situation. The transaction, valued at $1.5 billion, was negotiated between Rogers Wireless and Microcell and had the benefit of a Microcell support agreement. That agreement was entered into in a matter of days and created substantial additional value for Microcell shareholders as compared with the unsolicited offer from TELUS. Due to the high percentage of Microcell shareholders in the US, the tender offers were governed by both Canadian and US securities laws.

Rogers Wireless was represented in-house by David Miller, vice-president, general counsel and secretary, and Graeme McPhail, vice-president and associate general counsel; and by Fasken Martineau DuMoulin, with a team led by Jonathan Levin (M&A/corporate) and which included Richard Steinberg (M&A/securities), Daniel Batista (corporate & securities), Tony Baldanza, Huy Do, Aaron Stefan and Jeanette Teh (competition), and Alan Schwartz and Bill Bies (tax). John Gaffney, Alyssa Caples and Cristina Amodeo (corporate), and Michael Schler and Megan Healey (tax) of Cravath, Swaine & Moore were US counsel for Rogers Wireless.

Microcell was represented in-house by Jocelyn Côté, vice-president, legal affairs, and Dean Proctor, vice-president, regulatory affairs; and by Stikeman Elliott with a team that included Sidney Horn, Marc Barbeau, Steeve Robitaille, Nicolas Beugnot and Claire Zikovsky (corporate), Paul Collins and Debbie Salzberger (competition), Robert Hogan and Christian Meighen (tax) and Howard Rosenoff, Martin Corbo, Lewis Smith and Kelly Niebergall (banking). William Orr, Eric Levy, Paul Franco and Bruno Caron (corporate/securities) of Heenan Blaikie represented the special committee to the Board of Directors, and David Falck, Donald Kilpatrick, Douglas Ray and Courtney McCormick (M&A) of Pillsbury Winthrop were US counsel. Craig McCaw, Microcell’s largest shareholder, was represented by Stephen Halperin, Tim Heeney, Michael Koch and Yi-Wen Hsu at Goodmans; and by Davis Wright Tremaine in the US, with a team that included David Baca and Jay Hull.

The unsolicited bid by TELUS Corp. was led in-house by Audrey Ho, vice-president, legal services, general counsel and corporate secretary, Brad Cowburn, senior counsel, and Greg Porter, vice-president and general counsel for TELUS Mobility. TELUS was represented by Osler, Hoskin & Harcourt, with a team that included Clay Horner, Doug Bryce and Andrew Scipio Del Campo (corporate), Michelle Lally and Steve Sansom (competition), and Don Watkins and Kim Wharram (tax); and by Skadden, Arps, Slate, Meagher & Flom as US counsel, with a team that included Christopher Morgan and Todd Freed.