Exhibit (a)(5)(viii)
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News Release
September 20, 2004
TELUS extends offers for Microcell
Vancouver, B.C. - Rogers Wireless Communications Inc. ("Rogers Wireless"),
Rogers Communications Inc. ("RCI") and Microcell Telecommunications Inc.
("Microcell") jointly announced earlier today that Rogers Wireless and
Microcell had entered into an agreement under which Rogers Wireless will make
an all cash take-over bid for Microcell's securities.
In light of this development, TELUS Corporation (TSX: T, T.A; NYSE: TU) today
announced that it had extended its all-cash offers to purchase all of the
issued and outstanding publicly traded shares (TSX: MT.A, MT.B) and warrants
(TSX: MT.WT.A, MT.WT.B) of Microcell with a view to evaluating the terms and
conditions of the Rogers bid and the likelihood of that bid being completed.
TELUS will continue to assess its options with respect to any further
extensions and amendments to its bid once the Rogers bid is available.
The TELUS offers, as extended, will be open for acceptance until 9 p.m.,
Toronto time, on October 12, 2004, unless further extended or withdrawn. The
TELUS offers were previously scheduled to expire at 9 p.m., Toronto time, on
September 20, 2004. The TELUS offers are otherwise unchanged, and continue to
be for Cdn.$29 per Class A restricted voting share and Class B non-voting
share, Cdn.$9.67 per Warrant 2005 and Cdn.$8.89 per Warrant 2008. A Notice of
Extension will be mailed to the security holders of Microcell as soon as is
practicable.
As of the close of business on September 20, 2004, 837 class A restricted
voting shares, 172,311 class B non-voting shares, 91,166 Warrants 2005 and
91,398 Warrants 2008 of Microcell had been deposited to the offers and not
withdrawn from the offers.
About the Offers
TELUS has retained RBC Capital Markets to act as its financial advisor in
connection with the offers. RBC Dominion Securities Inc. and RBC Capital
Markets Corporation are acting in Canada and the United States, respectively,
as dealer managers in connection with the offers. Questions and requests for
assistance may be directed to RBC Dominion Securities Inc. in Canada
(416-842-7519 or toll free at 1-888-720-1216), to RBC Capital Markets
Corporation in the United States (415-633-8513 or toll free at 1-888-720-1216)
or to the Depositary for the Offers, Computershare Trust Company of Canada
(toll free at 1-866-982-8786). Additional copies of the Offers to Purchase and
Circular dated May 17, 2004, the accompanying Letters of Acceptance and
Transmittal and Notices of Guaranteed Delivery, the Notice of Extension and
Variation dated June 22, 2004, the Notice of Extension dated July 22, 2004,
the Notice of Extension dated August 20, 2004, and the Notice of Extension
dated September 20, 2004, may be obtained without charge on request from the
Dealer Managers or the Depositary.
About TELUS
TELUS is Canada's second largest telecommunications company with more than
Cdn$7 billion of annual revenue, more than 4.8 million network access lines
and more than 3.6 million wireless subscribers. The company provides
subscribers across Canada with a full range of telecommunications products and
services utilizing next-generation Internet-based technologies, including data
and voice services through TELUS Communications Inc. and wireless services
through TELUS Mobility.
This press release may contain forward-looking statements. Forward-looking
statements are not based on historical facts, but rather on current
expectations and projections about future events, and are therefore subject to
risks and uncertainties which could cause actual results to differ materially
from the future results expressed or implied by the forward-looking
statements. Such statements are qualified in their entirety by the inherent
risks and uncertainties surrounding future expectations. These risk factors
relative to this bid, include, among others: realization of tax and other
synergies, including reduced network expenses and subscriber churn rates,
success in migrating subscribers and integrating certain systems and
processes, and achieving long-term leverage targets, as well as other risk
factors listed from time to time in TELUS' reports, comprehensive public
disclosure documents including the Annual Information Form, and in other
filings with securities commissions in Canada (on SEDAR at www.sedar.com) and
the United States (on EDGAR at www.sec.gov).
THIS PRESS RELEASE IS PROVIDED FOR INFORMATIONAL PURPOSES ONLY AND IS NEITHER
AN OFFER TO PURCHASE NOR A SOLICITATION OF AN OFFER TO SELL SHARES AND
WARRANTS OF MICROCELL. THE SOLICITATION AND THE OFFERS TO PURCHASE MICROCELL
SHARES AND WARRANTS ARE ONLY BEING MADE PURSUANT TO THE OFFERS TO PURCHASE AND
CIRCULAR DATED MAY 17, 2004, AS EXTENDED AND VARIED, AND RELATED OFFER
MATERIALS THAT TELUS HAS FILED WITH CANADIAN SECURITIES REGULATORY AUTHORITIES
AND THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION (THE "SEC").
INVESTORS AND SECURITY HOLDERS ARE ADVISED TO READ SUCH DOCUMENTS CAREFULLY
BECAUSE THEY INCLUDE IMPORTANT INFORMATION INCLUDING THE TERMS AND CONDITIONS
OF THE OFFERS. INVESTORS AND SECURITY HOLDERS MAY OBTAIN A FREE COPY OF ANY
DOCUMENTS FILED BY TELUS WITH THE SEC AT THE SEC'S WEBSITE AT WWW.SEC.GOV OR
FROM TELUS INVESTOR RELATIONS.
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Investor Relations contacts Media contacts
John Wheeler Nick Culo
780-493-7310 780-493-7236
john.wheeler@telus.com nick.culo@telus.com
Mark Langton
416-684-3454
mark.langton@telus.com