EXHIBIT 99.1
FORM 51-102F3
MATERIAL CHANGE REPORT
ITEM 1 NAME AND ADDRESS OF COMPANY
Rogers Wireless Communications Inc. ("Rogers Wireless")
The principal office of Rogers Wireless is located at:
333 Bloor Street East
Toronto, Ontario
M4W 1G9
ITEM 2 DATE OF MATERIAL CHANGE
September 13, 2004 and September 16, 2004
ITEM 3 NEWS RELEASE
News releases were issued through Canada NewsWire on September 13,
2004 and September 16, 2004. A copy of each of the news releases is
attached as Schedule A to this material change report.
ITEM 4 SUMMARY OF MATERIAL CHANGE
Rogers Communications Inc. ("RCI") and Rogers Wireless announced
that RCI has entered into an agreement with JVII General Partnership
("JVII"), a partnership owned by AT&T Wireless Services, Inc.
("AWE") whereby RCI has agreed to purchase all of JVII's 27,647,888
Class A Multiple Voting shares and 20,946,284 Class B Restricted
Voting shares of Rogers Wireless for a cash purchase price of $36.37
per share. A copy of the purchase agreement has been filed
separately on SEDAR.
RCI and Rogers Wireless also announced that Rogers Wireless has made
filings with the Canadian Competition Bureau regarding a possible
offer to acquire Microcell Telecommunications Inc. ("Microcell") and
is amending the RCI short form base shelf prospectus dated April 15,
2004 to reflect RCI's press releases dated September 13, 2004.
ITEM 5 FULL DESCRIPTION OF MATERIAL CHANGE
Closing of the transaction with JVII 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 Multiple Voting shares into Class B Restricted Voting 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 agreement between Rogers
Wireless and JVII, also dated August 16, 1999 will terminate.
RCI expects to fund the approximate C$1,767.4 million cash purchase
price for the 48.6 million Rogers Wireless shares under a bridge
financing facility of up to two years with a group of Canadian
financial institutions.
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. 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. The second September 13, 2004 news
release indicated that 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.
The September 16, 2004 news release indicated that Rogers Wireless
has filed a request for an advance ruling certificate and a short
form pre-merger notification with the Canadian Competition Bureau
relating to a possible offer to acquire all of the outstanding
shares of Microcell. Those filings have been made in order to put
Rogers Wireless in a position to make such an offer on an expedited
basis if a decision were to be made to do so. In addition, Rogers
Wireless has previously entered into a Confidentiality and
Standstill Agreement with Microcell, has performed certain due
diligence under that agreement, and has had preliminary discussions
with Microcell and others and expects such discussions to continue.
RCI and Rogers Wireless intend to continue to take appropriate steps
that would expedite the making of a possible offer to purchase,
alone or with others, shares or assets of Microcell, if a decision
were to be made to do so. There is no assurance that such offer
would be made. The funding for such an offer has not been arranged.
ITEM 6 RELIANCE ON SUBSECTION 7.1(2) OR (3) OF NATIONAL INSTRUMENT 51-102
Not applicable.
ITEM 7 OMITTED INFORMATION
No significant facts remain confidential in, and no information has
been omitted from, this report.
ITEM 8 EXECUTIVE OFFICER
For further information please contact Bruce M. Mann, Vice
President, Investor Relations at (416) 935-3532.
ITEM 9 DATE OF REPORT
September 16, 2004
SCHEDULE A
NEWS RELEASES
[ROGERS COMMUNICATIONS INC. [ROGERS WIRELESS COMMUNICATIONS INC.
LOGO] LOGO]
ROGERS COMMUNICATIONS INC. ROGERS WIRELESS COMMUNICATIONS INC.
ATTENTION BUSINESS EDITORS:
ROGERS AND AT&T WIRELESS NEGOTIATE POSSIBLE SALE OF AT&T WIRELESS' 34% STAKE
IN ROGERS WIRELESS TO ROGERS COMMUNICATIONS
TORONTO, Sept. 13 /CNW/ - Rogers Communications Inc. ("RCI") and Rogers
Wireless Communications Inc. ("Rogers Wireless") announced this morning that
RCI and AT&T Wireless Services, Inc. ("AWE") on behalf of JVII General
Partnership ("JVII") have reached agreement in principle for the sale by JVII
of its 48.6 million shares of Rogers Wireless to RCI for a cash purchase price
of $36.37 per share.
The parties are working toward obtaining board and other approvals and
anticipate an announcement regarding an agreement later today. There can be no
assurances that such agreement will be finalized or that such transaction will
be completed.
Cautionary Statement Regarding Forward Looking Information:
This news release includes certain forward looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995 that involve
risks and uncertainties. We caution that actual future performance will be
affected by a number of factors, including technological change, regulatory
change and competitive factors, many of which are beyond our control.
Therefore, future events and results may vary substantially from what we
currently foresee. We are under no obligation to (and expressly disclaim any
such obligation to) update or alter any forward looking statements whether as
a result of new information, future events or otherwise. Important additional
information identifying risks and uncertainties is contained in our most
recent Annual Reports and Annual Information Forms filed with the applicable
Canadian securities regulatory authorities and the U.S. Securities and
Exchange Commission.
About the Companies:
Rogers Communications Inc. (TSX: RCI.A and RCI.B; NYSE: RG) is a
diversified Canadian communications and media company, which is engaged in
cable television, high-speed Internet access and video retailing through
Canada's largest cable television provider Rogers Cable Inc.; wireless voice
and data communications services through Canada's leading national GSM/GPRS
cellular provider Rogers Wireless Communications Inc.; and radio, television
broadcasting, televised shopping and publishing businesses through Rogers
Media Inc.
Rogers Wireless Communications Inc. (TSX: RCM.B; NYSE: RCN) operates
Canada's largest integrated wireless voice and data network, providing
advanced voice and wireless data solutions to customers from coast to coast on
its GSM/GPRS network, the world standard for wireless communications
technology. The Company has approximately 4.1 million customers, and has
offices in Canadian cities across the country. Rogers Wireless Communications
Inc. is approximately 55.6% owned by Rogers Communications Inc. and 34% owned
by AT&T Wireless Services, Inc.
For further information: Bruce M. Mann, (416) 935-3532,
bruce.mann@rci.rogers.com; Eric Wright, (416) 935-3550,
eric.wright@rci.rogers.com;
[ROGERS COMMUNICATIONS INC. [ROGERS WIRELESS COMMUNICATIONS INC.
LOGO] LOGO]
ROGERS COMMUNICATIONS INC. ROGERS WIRELESS COMMUNICATIONS INC.
ATTENTION BUSINESS EDITORS:
ROGERS COMMUNICATIONS TO ACQUIRE AT&T WIRELESS' STAKE IN ROGERS WIRELESS, 34%
STAKE TO BE ACQUIRED FOR CASH PURCHASE PRICE OF C$36.37 PER SHARE
Customers of Both Companies to Continue Enjoying the Powerful Benefits of
Seamless Wireless Voice and Data Roaming Between Canada and the U.S. on
North America's Largest Combined GSM/GPRS Network
TORONTO, Sept. 13 /CNW/ - 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.
Cautionary Statement Regarding Forward Looking Information:
This news release includes certain forward looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995 that involve
risks and uncertainties. We caution that actual future events will be affected
by a number of factors, many of which are beyond our control, and therefore
may vary substantially from what we currently foresee. We are under no
obligation to (and expressly disclaim any such obligation to) update or alter
any forward looking statements whether as a result of new information, future
events or otherwise. Important additional information identifying risks and
uncertainties is contained in our most recent Annual Reports and Annual
Information Forms filed with the applicable Canadian securities regulatory
authorities and the U.S. Securities and Exchange Commission.
About the Companies:
Rogers Communications Inc. (TSX: RCI.A and RCI.B; NYSE: RG) is a
diversified Canadian communications and media company, which is engaged in
cable television, high-speed Internet access and video retailing through
Canada's largest cable television provider Rogers Cable Inc.; wireless voice
and data communications services through Canada's leading national GSM/GPRS
cellular provider Rogers Wireless Communications Inc.; and radio, television
broadcasting, televised shopping and publishing businesses through Rogers
Media Inc.
Rogers Wireless Communications Inc. (TSX: RCM.B; NYSE: RCN) operates
Canada's largest integrated wireless voice and data network, providing
advanced voice and wireless data solutions to customers from coast to coast on
its GSM/GPRS network, the world standard for wireless communications
technology. The Company has approximately 4.1 million customers, and has
offices in Canadian cities across the country. Rogers Wireless Communications
Inc. is currently 55% owned by Rogers Communications Inc. and 34% owned by
AT&T Wireless Services, Inc.
%SEDAR: 00003770EF
For further information: (Investment Community): Bruce M. Mann,
(416) 935-3532, bruce.mann@rci.rogers.com; Eric Wright, (416) 935-3550,
eric.wright@rci.rogers.com; (Media): Jan L. Innes, (416) 935-3525,
jinnes@rci.rogers.com;
[ROGERS COMMUNICATIONS INC. [ROGERS WIRELESS COMMUNICATIONS INC.
LOGO] LOGO]
ROGERS COMMUNICATIONS INC. ROGERS WIRELESS COMMUNICATIONS INC.
ATTENTION BUSINESS EDITORS:
ROGERS MAKES FILINGS WITH COMPETITION BUREAU AND AMENDS BASE SHELF PROSPECTUS
TORONTO, Sept. 16 /CNW/ - Rogers Communications Inc. ("RCI") and Rogers
Wireless Communications Inc. ("Rogers Wireless") announced that Rogers
Wireless has made filings with the Canadian Competition Bureau regarding
Microcell Telecommunications Inc. ("Microcell") and is amending the RCI short
form base shelf prospectus dated April 15, 2004 to reflect such filings and
RCI's press release dated September 13, 2004 regarding RCI's agreement to
acquire AT&T Wireless Inc.'s ("AWE") 34% ownership in Rogers Wireless held by
JVII General Partnership ("JVII").
Rogers Wireless has filed a request for an advance ruling certificate and
a short form pre-merger notification with the Canadian Competition Bureau
relating to a possible offer to acquire all of the outstanding shares of
Microcell. Those filings have been made in order to put Rogers Wireless in a
position to make such an offer on an expedited basis if a decision were to be
made to do so. In addition, Rogers Wireless previously entered into a
Confidentiality and Standstill Agreement with Microcell, has performed certain
due diligence under that agreement, and has had preliminary discussions with
Microcell and others and expects such discussions to continue.
As part of the September 13, 2004 agreement reached with AT&T Wireless
under which RCI will acquire JVII's 34% ownership of Rogers Wireless, JVII has
agreed that its consent is not required under the shareholders' agreement
between the companies in order for RCI or Rogers Wireless to offer to purchase
or acquire shares or assets of Microcell.
RCI and Rogers Wireless intend to continue to take appropriate steps that
would expedite the making of a possible offer to purchase, alone or with
others, shares or assets of Microcell, if a decision were to be made to do so.
There is no assurance that such offer would be made. The funding for such an
offer has not been arranged.
Cautionary Statement Regarding Forward Looking Information:
This news release includes certain forward looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995 that involve
risks and uncertainties. We caution that actual future performance will be
affected by a number of factors, including technological change, regulatory
change and competitive factors, many of which are beyond our control.
Therefore, future events and results may vary substantially from what we
currently foresee. We are under no obligation to (and expressly disclaim any
such obligation to) update or alter any forward looking statements whether as
a result of new information, future events or otherwise. Important additional
information identifying risks and uncertainties is contained in our most
recent Annual Reports and Annual Information Forms filed with the applicable
Canadian securities regulatory authorities and the U.S. Securities and
Exchange Commission.
About the Companies:
Rogers Communications Inc. (TSX: RCI.A and RCI.B; NYSE: RG) is a
diversified Canadian communications and media company, which is engaged in
cable television, high-speed Internet access and video retailing through
Canada's largest cable television provider Rogers Cable Inc.; wireless voice
and data communications services through Canada's leading national GSM/GPRS
cellular provider Rogers Wireless Communications Inc.; and radio, television
broadcasting, televised shopping and publishing businesses through Rogers
Media Inc.
Rogers Wireless Communications Inc. (TSX: RCM.B; NYSE: RCN) operates
Canada's largest integrated wireless voice and data network, providing
advanced voice and wireless data solutions to customers from coast to coast on
its GSM/GPRS network, the world standard for wireless communications
technology. The Company has approximately 4.1 million customers, and has
offices in Canadian cities across the country. Rogers Wireless Communications
Inc. is currently 55% owned by Rogers Communications Inc. and 34% owned by
AT&T Wireless Services, Inc.
%SEDAR: 00003770EF
For further information: (Investment Community): Bruce M. Mann,
(416) 935-3532, bruce.mann@rci.rogers.com; Eric Wright, (416) 935-3550,
eric.wright@rci.rogers.com; For Further Information (Media): Jan L. Innes,
(416) 935-3525, jan.innes@rci.rogers.com;