Exhibit (a)(1)(S)
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 an
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 Communications Inc 14.4x n.m.
30-Jul-99 BCE Inc. BCE Mobile Communications 3.9x 16.0x
U.S. TRANSACTIONS
17-Feb-04 Cingular Wireless AT&T Wireless 3.0x 10.5x
15-Nov-00 Verizon Wireless Price Communications Wireless 7.4x 13.7x
27-Aug-00 Deutsche Telekom Powertel Inc. 18.7x n.m
24-Jul-00 Deutsche Telekom VoiceStream Wireless Corporation 12.7x n.m.
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."