AT&T Sells Rogers Stake

It's finally done: Rogers Communications acquires AT&T Wireless' 34.1 percent stake in Rogers Wireless

September 13, 2004

4 Min Read

REDMOND, Wash. -- AT&T Wireless (NYSE:AWE) today announced that, on behalf of JVII General Partnership ("JVII"), it had reached agreement for JVII to sell its 34 percent interest in Rogers Wireless to Rogers Communications Inc. for US $1.372 billion (C$1.767 billion, or C$36.37/share) cash.

Closing is expected early in the fourth quarter. At close, the shareholders agreement currently in place between Rogers Wireless and AT&T Wireless will terminate.

"For several years, we've been focused on identifying and monetizing non-strategic assets, at the right value, to fund growth in our core wireless business," said John Zeglis, AT&T Wireless Chairman and CEO. "During this period, we have sold minority investments in Taiwan, Indonesia, the Czech Republic, and other countries. The sale of our interest in Rogers is simply another step in our execution of this long-term plan."

AT&T Wireless said the sale of its ownership interest in Rogers Wireless does not impact the extensive voice and data roaming capabilities already in place between the two companies. Customers of both companies will continue to enjoy the benefits of seamless roaming across the United States and Canada on advanced, next generation GSM/GPRS networks.

In a separate release:

TORONTO, Sept. 13 -- Rogers Communications Inc. ("RCI") and Rogers Wireless Communications Inc. ("Rogers Wireless") announced today that RCI has entered into an agreement with JVII General Partnership ("JVII"), a partnership owned by AT&T Wireless Services, Inc., whereby RCI has agreed to purchase all of JVII's 27,647,888 Class A Multiple Voting shares ("Class A shares") and 20,946,284 Class B Restricted Voting shares ("Class B shares") of Rogers Wireless for a cash purchase price of C$36.37 per share.

Closing of the transaction is expected to occur on or about October 13, 2004, with RCI entitled to accelerate that date upon written notice to JVII. Upon closing, JVII will convert the Class A shares into Class B shares of Rogers Wireless. Also upon closing, the shareholders' agreement among RCI, Rogers Wireless and JVII dated August 16, 1999, as amended, and the registration rights agreements between RWCI and JVII, also dated August 16, 1999, will terminate.

Under the purchase agreement, JVII has agreed that its consent is not required under the shareholders' agreement in order for RCI or Rogers Wireless to offer to purchase or acquire shares or assets of Microcell Telecommunications Inc. This provision is to enhance the flexibility of RCI and Rogers Wireless as it pertains to their ongoing review of 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. Neither RCI nor Rogers Wireless has made any decision in respect of any such matters and there is no assurance that any such initiative will be pursued.

RCI plans to fund the approximate C$1,767.4 million cash purchase price for the 48.6 million Rogers Wireless shares through a bridge financing facility of up to two years with a group of Canadian financial institutions.

The sale by AWE of its shares of Rogers Wireless does not impact or change the extensive North American wireless voice and data roaming capabilities between the companies. Customers of both Rogers Wireless and AWE will continue to enjoy the powerful benefits of seamless wireless roaming between Canada and the U.S. on North America's largest combined GSM/GPRS network.

RCI currently owns 62,820,371 Class A Multiple Voting shares representing approximately 69.4% of such class of shares and 16,317,644 Class B Restricted Voting shares of Rogers Wireless representing approximately 31.1% of such class of shares. After giving effect to the purchase by RCI and the conversion by JVII of the Class A shares, Rogers Communications will own 62,820,371 Rogers Wireless Class A Multiple Voting shares representing all of such class of shares and 64,911,816 Rogers Wireless Class B Restricted Voting shares representing approximately 80.9% of such class of shares. RCI will acquire ownership and control over all of such shares and is not acting with any joint actor in connection with the purchases or the ownership of such shares.

The Class A shares and Class B shares are being acquired for investment purposes. RCI has no current intention of acquiring ownership of or control or direction over any additional Class B shares.

AT&T Wireless Services Inc.

Rogers Communications Inc.

Rogers Wireless Communications Inc.

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