DIRECTORS' CIRCULAR
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-9
SOLICITATION/ RECOMMENDATION STATEMENT UNDER
SECTION 14(D)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
AMENDMENT NO. 4
ROGERS WIRELESS COMMUNICATIONS INC.
(Name of Subject Company (Issuer))
ROGERS WIRELESS COMMUNICATIONS INC.
(Name of Filing Person)
CLASS B RESTRICTED VOTING SHARES
(Title of Class of Securities)
775102205
(CUSIP Numbers of Classes of Securities)
DAVID P. MILLER, ESQ.
ROGERS WIRELESS COMMUNICATIONS INC.
ONE MOUNT PLEASANT ROAD
16TH FLOOR
TORONTO, ONTARIO M4Y 275
CANADA
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications on Behalf of Filing Persons)
COPY TO:
JOHN T. GAFFNEY, ESQ.
CRAVATH, SWAINE & MOORE LLP
WORLDWIDE PLAZA
825 EIGHTH AVENUE
NEW YORK, NEW YORK
10019-7475
-
|_| Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
December 21, 2004
This Solicitation/ Recommendation Statement on Schedule 14D-9 (this
"Statement") relates to the exchange offer (the "Offer") made by Rogers
Communications Inc. ("RCI") and its wholly-owned subsidiary RWCI Acquisition
Inc. ("RCI Subco" and, together with RCI, the "Offerors") to exchange all of
the issued and outstanding Class B Restricted Voting Shares of the Rogers
Wireless Communications Inc. ("RWCI" or the "Corporation") not already owned
by RCI and its affiliates on the basis of 1.75 Class B Non-Voting Shares of
RCI (the "RCI Non-Voting Shares") for each Class B Restricted Voting Share of
the Corporation (the "RWCI Restricted Voting Shares").
The terms and conditions of the Offer are set forth in a take over bid
circular of the Offerors dated November 24, 2004 (the "Take Over Bid
Circular"). The Take Over Bid Circular has been filed by the Offerors with the
U.S. Securities and Exchange Commission (the "SEC") as a part of a Tender
Offer Statement on Schedule TO-T/13E-3 as amended, (the "Schedule
TO-T/13E-3"), which includes information required to be reported under Rule
13e-3 of the Securities Exchange Act of 1934.
On December 21, 2004, RCI, RCI Subco and the Corporation filed a second
amendment (Amendment No. 2) to the Schedule TO-T/13E-3 with the SEC which
amended and supplemented cetain information in the Take Over Bid Circular as
set forth in Exhibit (a)(1)(T). The Take Over Bid Circular, as amended by the
information set forth in Exhibit (a)(1)(T) to this Statement, is hereby
expressly incorporated herein by reference in response to all items of
information required to be included in, or covered by, this Statement.
ITEM 1. SUBJECT COMPANY INFORMATION.
The name of the subject company is Rogers Wireless Communications Inc., a
corporation organized under the laws of Canada. The principal executive
offices of the Corporation are located at One Mount Pleasant Road, Toronto,
Ontario M4Y 2Y5.
The class and title of equity securities to which this Statement relates
is the RWCI Restricted Voting Shares.
As of November 22, 2004, there were 80,388,481 RWCI Restricted Voting
Shares outstanding, of which 64,911,816 were owned by RCI. In addition, as of
November 22, 2004, RCI owned all of the outstanding Class A Multiple Voting
Shares of the Corporation. As a result, as of November 22, 2004, RCI owned
approximately 80.6% of the outstanding RWCI Restricted Voting Shares and 98%
of the outstanding voting power of the Corporation.
ITEM 2. IDENTITY AND BACKGROUND OF FILING PERSON.
The person filing this statement is the Corporation, which is the subject
company. The name, business address and business telephone number of the
Corporation are set forth in Item 1 above. Please see the information set
forth in the Take Over Bid Circular under "THE CORPORATION".
The Offer is described in the Take Over Bid Circular.
The principal executive offices of the Offerors are located at 333 Bloor
Street East, 10th Floor, Ontario M4W 1G9, Canada.
ITEM 3. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.
Except as described in this Statement, including the Take Over Bid
Circular and the Directors' Circular, which are incorporated by reference into
this Statement, to the knowledge of the Corporation, there are no material
agreements, arrangements or understandings or any actual or potential
conflicts of interest between the Corporation or the affiliates it controls
and (1) their respective executive officers, directors or affiliates or (2)
RCI, RCI Subco and their respective executive officers, directors or
affiliates.
CERTAIN ARRANGEMENTS BETWEEN RWCI AND ITS EXECUTIVE OFFICERS, DIRECTORS AND
AFFILIATES.
The information regarding agreements, arrangements or understandings
between the Corporation and its executive officers, directors or affiliates is
described in the Corporation's Management Information Circular relating to the
Annual Meeting of the Corporation's shareholders on May 27, 2004 (the "Proxy
Circular"). The Proxy Circular was filed with the SEC on May 10, 2004. The
Proxy Circular is incorporated into this Statement by reference. In
particular, please see the information set forth in the Proxy Circular under
"ELECTION OF DIRECTORS", "OTHER INFORMATION -- Compensation of Directors",
"EXECUTIVE COMPENSATION -- Summary Compensation Table", "EXECUTIVE
COMPENSATION -- Options/ Sar Grants During the Year Ended December 31, 2003
and the Financial Year End Options/ Sar Values", "EXECUTIVE COMPENSATION --
Employment Contracts" and "INDEBTEDNESS OF DIRECTORS, EXECUTIVE OFFICERS AND
SENIOR OFFICERS".
In addition, please see the information set forth in the Take Over Bid
Circular under "OWNERSHIP OF THE SECURITIES", "ARRANGEMENTS, AGREEMENT OR
UNDERSTANDINGS" and "BENEFITS FROM THE OFFER".
CERTAIN ARRANGEMENTS BETWEEN THE CORPORATION, RCI AND RCI SUBCO.
Please see the information set forth in the Take Over Bid Circular under
"SPECIAL FACTORS -- CERTAIN TRANSACTIONS AND RELATIONSHIPS BETWEEN RCI AND THE
CORPORATION".
ITEM 4. THE SOLICITATION OR RECOMMENDATION.
BACKGROUND TO THE OFFER
Please see the Directors' Circular and the information set forth in the
Take Over Bid Circular under "SPECIAL FACTORS -- BACKGROUND TO THE OFFER".
REPORT OF FINANCIAL ADVISOR TO THE INDEPENDENT COMMITTEE
Please see the Directors' Circular and the information set forth in the
Take Over Bid Circular under "SPECIAL FACTORS -- VALUATION".
The full text of the valuation and fairness opinion of BMO Nesbitt Burns
Inc., which acted as financial advisor to the Corporation's independent
committee, sets forth assumptions made, matters considered and limitations on
the review undertaken in connection with the valuation and fairness opinion.
This valuation and fairness opinion is attached as Schedule "D" to the Take
Over Bid Circular. Shareholders of the Corporation are urged to, and should,
read the valuation and fairness opinion in its entirety.
REASONS AND RECOMMENDATION OF THE INDEPENDENT COMMITTEE AND THE BOARD OF
DIRECTORS
Please see the information set forth in the Directors' Circular under
"RECOMMENDATION OF THE BOARD OF DIRECTORS OF THE CORPORATION" and "REASONS FOR
THE RECOMMENDATION".
INTENT TO TENDER
Please see the information set forth in the Directors' Circular under
"ACCEPTANCE OF OFFER BY DIRECTORS AND OFFICERS OF THE CORPORATION".
ITEM 5. PERSONS/ ASSETS, RETAINED, EMPLOYED, COMPENSATED OR USED.
Please see the information set forth in the Take Over Bid Circular under
"SPECIAL FACTORS -- BACKGROUND TO THE OFFER -- Expenses of the Offer" and "THE
DEALER MANAGER AND DEPOSITARY".
ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
No transactions in the RWCI Restricted Voting Shares have been effected
during the last six months by the Corporation or any subsidiary of the
Corporation or, to the knowledge of the Corporation, by any executive officer,
director, associate or affiliate of the Corporation or any director or
executive officer of its subsidiaries, except as set forth in the Directors'
Circular under "RECENT TRADING IN SHARES OF THE CORPORATION" and in the Take
Over Bid Circular under "TRADING IN SECURITIES OF THE CORPORATION".
ITEM 7. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS.
Please see the information set forth in the Take Over Bid Circular under
"BACKGROUND TO THE OFFER" and in the Directors' Circular under "RESPONSE OF
THE CORPORATION".
ITEM 8. ADDITIONAL INFORMATION.
None.
ITEM 9. EXHIBITS.
EXHIBIT
NUMBER DESCRIPTION OF EXHIBITS
- -------------- ---------------------------------------------------------------
(a)(1)(A) Directors' Circular relating to the Offer dated November 24,
2004.* +
(a)(1)(B) Take Over Bid Circular, including the Offer to Purchase dated
November 24, 2004.* +
(a)(1)(C) Letter of Acceptance and Transmittal.* + (a)(1)(D) Notice of
Guaranteed Delivery.* +
(a)(1)(E) Guidelines for Certification of Taxpayer Identification Number
on Substitute Form W-9.* +
(a)(1)(F) Reserved.
(a)(1)(G) Annual Report of Rogers Wireless Communications Inc. for the
year ended December 31, 2003 as filed on November 24, 2004
with the SEC on Form 40-F/A. +
(a)(1)(H) Management's discussion & analysis and audited financial
statements of Rogers Wireless Communications Inc. for the
years ended December 31, 2003 and December 31, 2002 as
furnished on November 24, 2004 to the SEC on Form 6-K/A. +
(a)(1)(I) Interim unaudited consolidated financial statements for the
nine months ended September 30, 2004 of Rogers Wireless
Communications Inc. as furnished on November 24, 2004 to the
SEC on Form 6-K/A. +
(a)(1)(J) Management Information Circular of Rogers Wireless
Communications Inc. dated April 21, 2004 in connection with
the annual meeting of shareholders held on May 27, 2004 as
filed on May 11, 2004 with the SEC on Form ARS. +
(a)(1)(K) Material Change Report of Rogers Wireless Communications Inc.,
relating to the purchase by RCI of RWCI Restricted Voting
Shares from JVII, dated September 16, 2004, as furnished on
September 16, 2004 to the SEC on Form 6-K. +
EXHIBIT
NUMBER DESCRIPTION OF EXHIBITS
- -------------- ---------------------------------------------------------------
(a)(1)(L) Material Change Report of Rogers Wireless Communications Inc.,
relating to the commencement of the offer by Rogers Wireless
Inc. for all of the shares and warrants of Microcell
Telecommunications Inc., dated September 20, 2004 as furnished
on September 21, 2004 to the SEC on Form 6-K. +
(a)(1)(M) Material Change Report of Rogers Wireless Communications Inc.,
relating to the completion of the offer by Rogers Wireless
Inc. for all of the shares and warrants of Microcell
Telecommunications Inc., dated November 8, 2004, as furnished
on November 8, 2004 to the SEC on Form 6-K. +
(a)(1)(N) Annual Report of Rogers Communications Inc. for the year ended
December 31, 2003 as filed on November 24, 2004 with the SEC
on Form 40-F/A. +
(a)(1)(O) Management's discussion & analysis and audited financial
statements of Rogers Communications Inc. for the years ended
December 31, 2003 and December 31, 2002 as furnished on
November 24, 2004 to the SEC on Form 6-K/A. +
(a)(1)(P) Interim unaudited consolidated financial statements for the
nine months ended September 30, 2004 of Rogers Communications
Inc. as furnished on November 24, 2004 to the SEC on Form
6-K/A. +
(a)(1)(Q) Management Information Circular of Rogers Communications Inc.
dated April 21, 2004 in connection with the annual meeting of
shareholders held on May 27, 2004 as filed on May 10, 2004
with the SEC on Form ARS. +
(a)(1)(R) Audited consolidated financial statements of Microcell
Telecommunications Inc. as at and for the years ended December
31, 2003 and December 31, 2002 and interim unaudited
consolidated financial statements of Microcell for the nine
months ended September 30, 2004 and September 30, 2003. +
(a)(1)(S) Amendments to the Take Over Bid Circular dated November 24,
2004.+
(a)(1)(T) Amendments to the Take Over Bid Circular dated December 21,
2004.
(b) None.
(c)(1) Presentation of BMO Nesbitt Burns Inc. to the independent
committee of the board of directors of Rogers Wireless
Communications Inc. dated November 9, 2004. +
(c)(2) Presentation of Scotia Capital Inc. to the board of directors
of RCI dated November 11, 2004. +
(c)(3) Valuation and Fairness Opinion of BMO Nesbitt Burns Inc. dated
November 22, 2004. +
(d)(1) Binding Term Sheet between Rogers Wireless Inc. and Rogers
Communications Inc. for the provision of customer care
services
and sales dated July 1, 2002. +
(d)(2) Business Areas and Transfer Agreement between Rogers
Communications Inc. and Rogers Cantel Mobile Communications
Inc. (now known as Rogers Wireless Communications Inc.) dated
as of August 1, 1991. +
(d)(3) Management Services Agreement among Rogers Communications
Inc., Rogers Cantel Mobile Communications Inc. (now known as
Rogers Wireless Communications Inc.) and Rogers Cantel Mobile
Inc.
dated as of January 1, 1991. +
(d)(4) Minority Shareholder Protection Agreement dated as of August
7, 1991 between Rogers Communications Inc. and Rogers Cantel
Mobile Communications Inc. (now known as Rogers Wireless
Communications Inc.). +
* Mailed to shareholders.
+ Previously filed.
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this Statement is true, complete and
correct.
ROGERS WIRELESS COMMUNICATIONS INC.,
by: /s/ Graeme McPhail
---------------------------------------
Name: Graeme McPhail
Title: Vice President, Associate General Counsel
Date: December 21, 2004
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION OF EXHIBITS
- -------------- ---------------------------------------------------------------
(a)(1)(A) Directors' Circular relating to the Offer dated November 24,
2004.*+
(a)(1)(B) Take Over Bid Circular, including the Offer to Purchase dated
November 24, 2004. *+
(a)(1)(C) Letter of Acceptance and Transmittal. *+ (a)(1)(D) Notice of
Guaranteed Delivery.* +
(a)(1)(E) Guidelines for Certification of Taxpayer Identification Number
on Substitute Form W-9. *+
(a)(1)(F) Reserved.
(a)(1)(G) Annual Report of Rogers Wireless Communications Inc. for the
year ended December 31, 2003 as filed on November 24, 2004
with the SEC on Form 40-F/A. +
(a)(1)(H) Management's discussion & analysis and audited financial
statements of Rogers Wireless Communications Inc. for the
years ended December 31, 2003 and December 31, 2002 as
furnished on November 24, 2004 to the SEC on Form 6-K/A. +
(a)(1)(I) Interim unaudited consolidated financial statements for the
nine months ended September 30, 2004 of Rogers Wireless
Communications Inc. as furnished on November 24, 2004 to the
SEC on Form 6-K/A. +
(a)(1)(J) Management Information Circular of Rogers Wireless
Communications Inc. dated April 21, 2004 in connection with
the annual meeting of shareholders held on May 27, 2004 as
filed on May 11, 2004 with the SEC on Form ARS. +
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EXHIBIT
NUMBER DESCRIPTION OF EXHIBITS
- -------------- ---------------------------------------------------------------
(a)(1)(K) Material Change Report of Rogers Wireless Communications Inc.,
relating to the purchase by RCI of RWCI Restricted Voting
Shares from JVII, dated September 16, 2004, as furnished on
September 16, 2004 to the SEC on Form 6-K. +
(a)(1)(L) Material Change Report of Rogers Wireless Communications Inc.,
relating to the commencement of the offer by Rogers Wireless
Inc. for all of the shares and warrants of Microcell
Telecommunications Inc., dated September 20, 2004 as furnished
on September 21, 2004 to the SEC on Form 6-K. +
(a)(1)(M) Material Change Report of Rogers Wireless Communications Inc.,
relating to the completion of the offer by Rogers Wireless
Inc. for all of the shares and warrants of Microcell
Telecommunications Inc., dated November 8, 2004, as furnished
on November 8, 2004 to the SEC on Form 6-K. +
(a)(1)(N) Annual Report of Rogers Communications Inc. for the year ended
December 31, 2003 as filed on November 24, 2004 with the SEC
on Form 40-F/A. +
(a)(1)(O) Management's discussion & analysis and audited financial
statements of Rogers Communications Inc. for the years ended
December 31, 2003 and December 31, 2002 as furnished on
November 24, 2004 to the SEC on Form 6-K/A.
(a)(1)(P) Interim unaudited consolidated financial statements for the
nine months ended September 30, 2004 of Rogers Communications
Inc. as furnished on November 24, 2004 to the SEC on Form
6-K/A. +
(a)(1)(Q) Management Information Circular of Rogers Communications Inc.
dated April 21, 2004 in connection with the annual meeting of
shareholders held on May 27, 2004 as filed on May 10, 2004
with the SEC on Form ARS. +
(a)(1)(R) Audited consolidated financial statements of Microcell
Telecommunications Inc. as at and for the years ended December
31, 2003 and December 31, 2002 and interim unaudited
consolidated financial statements of Microcell for the nine
months ended September 30, 2004 and September 30, 2003. +
(a)(1)(S) Amendments to the Take Over Bid Circular dated November 24,
2004.+
(a)(1)(T) Amendments to the Take Over Bid Circular dated December 21,
2004.
(b) None.
(c)(1) Presentation of BMO Nesbitt Burns Inc. to the independent
committee of the board of directors of Rogers Wireless
Communications Inc. dated November 9, 2004. +
(c)(2) Presentation of Scotia Capital Inc. to the board of directors
of RCI dated November 11, 2004. + (c)(3) Valuation and
Fairness Opinion of BMO Nesbitt Burns Inc. dated
November 22, 2004. +
(d)(1) Binding Term Sheet between Rogers Wireless Inc. and Rogers
Communications Inc. for the provision of customer care
services
and sales dated July 1, 2002. +
(d)(2) Business Areas and Transfer Agreement between Rogers
Communications Inc. and Rogers Cantel Mobile Communications
Inc. (now known as Rogers Wireless Communications Inc.) dated
as of August 1, 1991.+
(d)(3) Management Services Agreement among Rogers Communications
Inc., Rogers Cantel Mobile Communications Inc. (now known as
Rogers Wireless Communications Inc.) and Rogers Cantel Mobile
Inc.
dated as of January 1, 1991.+
(d)(4) Minority Shareholder Protection Agreement dated as of August
7, 1991 between Rogers Communications Inc. and Rogers Cantel
Mobile Communications Inc. (now known as Rogers Wireless
Communications Inc.).+
* Mailed to shareholders.
+ Previously filed.
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