UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
Tender Offer Statement under Section 14(d)(1) or Section 13(e)(1)
of the Securities Exchange Act of 1934
(Amendment No. 8)
MICROCELL TELECOMMUNICATIONS INC.
(Name of Subject Company (Issuer))
TELUS CORPORATION
(Name of Filing Person (Offeror))
__________________
CLASS B NON-VOTING SHARES, WARRANTS 2005 and WARRANTS 2008
(Titles of Classes of Securities)
59501T882, 59501T874, 59501T163 and 59501T171
(CUSIP Numbers of Classes of Securities)
__________________
Audrey T. Ho
Vice President, Legal Services and General Counsel
TELUS Corporation
8-555 Robson Street
Vancouver, British Columbia V6B 3K9, Canada
(604) 697-8044
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications on Behalf of Filing Person)
CT Corporation System
111 Eighth Avenue, 13th Floor
New York, New York 10011
(212) 590-9200
(Name, address and telephone number of agent for service in the United States)
Copies to:
Christopher W. Morgan, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
222 Bay Street, Suite 1750
Toronto, Ontario M5K 1J5, Canada
(416) 777-4700
Calculation of Filing Fee
==============================================================================
Transaction Valuation* Amount of Filing Fee**
U.S.$798,065,574 U.S.$101,115
==============================================================================
* Estimated for purposes of calculating the amount of the filing fee only.
The Transaction Valuation is the sum of (1) the product of 235,961 class A
restricted voting shares ("Class A Shares"), of Microcell
Telecommunications Inc. ("Microcell"), and consideration of Cdn.$29.00 per
Class A Share in cash plus (2) the product of 34,827,210 (which includes
5,747,857 outstanding stock options and warrants for) class B non-voting
shares ("Class B Shares"), of Microcell and the tender offer consideration
of Cdn.$29.00 per Class B Share in cash plus (3) the product of 3,998,302
Warrants 2005 ("Warrants 2005"), of Microcell and the tender offer
consideration of Cdn.$9.67 per Warrant 2005 in cash plus (4) the product
of 6,663,943 Warrants 2008 ("Warrants 2008"), of Microcell and the tender
offer consideration of Cdn.$8.89 per Warrant 2008 in cash, converted to
U.S. dollars at the May 13, 2004, noon spot exchange rate as reported by
the Bank of Canada (Cdn.$1.3968 = U.S.$1.00). The maximum number of
Microcell securities to be acquired in the tender offers is based on
Microcell's outstanding share capital as at May 3, 2004 as set forth in a
press release issued by Microcell, dated May 5, 2004, which was attached
to a Form 6-K filed by Microcell with the United States Securities and
Exchange Commission on May 5, 2004.
** The amount of the filing fee calculated in accordance with Rule 0-11 of
the United States Securities Exchange Act of 1934, as amended, and Fee
Advisory #7 for Fiscal Year 2004 issued by the United States Securities
and Exchange Commission on January 26, 2004, equals the product of
0.0001267 and the Transaction Valuation.
[X] Check the box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number or the Form or Schedule and the date of its filing.
Amount Previously Paid: U.S.$101,115 Filing Party: TELUS Corporation
Form or Registration No.: Schedule TO-T Date Filed: May 17, 2004
[_] Check the box if the filing relates solely to preliminary
communications made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which
the statement relates:
[X] third-party tender offer subject [_] issuer tender offer subject
to Rule 14d-1. to Rule 13e-4.
[_] going-private transaction subject [_] amendment to Schedule 13D under
to Rule 13e-3. Rule 13d-2.
Check the following box if the filing is a final amendment reporting the
results of the tender offer: [X]
===============================================================================
This Amendment No. 8 to Tender Offer Statement on Schedule TO amends
and supplements the Tender Offer Statement on Schedule TO (as amended and
supplemented, this "Schedule TO") originally filed with the United States
Securities and Exchange Commission on May 17, 2004, as amended, by TELUS
Corporation, a company governed by the laws of British Columbia (the
"Offeror"), relating to the offers by the Offeror to purchase all of the issued
and outstanding class A restricted voting shares ("Class A Shares"), class B
non-voting shares ("Class B Shares" and, collectively with the Class A Shares,
together with the associated Rights, the "Shares," including Shares issuable
upon the exercise of outstanding options, warrants or other conversion or
exchange rights other than the Rights), Warrants 2005 ("Warrants 2005"), and
Warrants 2008 ("Warrants 2008"), of Microcell Telecommunications Inc. at a
purchase price of Cdn.$29.00 per Class A Share, Cdn.$29.00 per Class B Share,
Cdn.$9.67 per Warrant 2005 and Cdn.$8.89 per Warrant 2008, in each case, net to
the seller in cash, without interest, upon the terms and subject to the
conditions set forth in the Offers to Purchase and Circular, dated May 17, 2004
(the "Offers to Purchase"), and the related Letters of Acceptance and
Transmittal, which, together with any amendments or supplements thereto,
collectively, constitute the "Offering Materials." The information set forth in
the Offering Materials is hereby incorporated by reference with respect to
Items 1 through 9 and 11 of this Schedule TO. Except where otherwise indicated
in this Schedule TO, all references to "dollars" or "$" are to Canadian
dollars. Capitalized terms used but not defined in this Schedule TO shall have
the meanings ascribed thereto in the Offering Materials.
Items 1 through 11.
On October 12, 2004, the Offeror terminated the Offers and issued a
press release in connection therewith. The Offers had been scheduled to expire
at 9 p.m., Toronto time, on October 12, 2004. The full text of the press
release issued by the Offeror on October 12, 2004 announcing the termination of
the Offers is attached hereto as Exhibit (a)(5)(ix) and is hereby incorporated
by reference. The Offeror will not take up and pay for any Securities that
remain deposited to the Offers as of the Expiry Time.
Item 12. Exhibits.
(a)(1)(i) Offers to Purchase and Circular, dated May 17, 2004.*
(a)(1)(ii) Letter of Acceptance and Transmittal for the Shares.*
(a)(1)(iii) Letter of Acceptance and Transmittal for the Warrants.*
(a)(1)(iv) Notice of Guaranteed Delivery for the Shares.*
(a)(1)(v) Notice of Guaranteed Delivery for the Warrants.*
(a)(1)(vi) Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees.*
(a)(1)(vii) Form of Letter to Clients for use by Brokers,
Dealers, Commercial Banks, Trust Companies and
Other Nominees.*
(a)(1)(viii) Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9.*
(a)(1)(ix) Notice of Extension and Variation dated June 22, 2004.*
(a)(1)(x) Notice of Extension dated July 22, 2004.*
(a)(1)(xi) Notice of Extension dated August 20, 2004.*
(a)(1)(xii) Notice of Extension dated September 20, 2004.*
(a)(5)(i) Press Release issued by TELUS Corporation on May 13,
2004.*
(a)(5)(ii) E-mail message from the President and Chief
Executive Officer of TELUS Corporation sent to
employees of TELUS Corporation on May 13, 2004.*
(a)(5)(iii) Summary Advertisement published on May 17, 2004.*
(a)(5)(iv) Press Release issued by TELUS Corporation on June 22,
2004.*
(a)(5)(v) Press Release issued by TELUS Corporation on July 22,
2004.*
(a)(5)(vi) Press Release issued by TELUS Corporation on August 20,
2004.*
(a)(5)(vii) Press Release issued by TELUS Corporation on August 30,
2004.*
(a)(5)(viii) Press Release issued by TELUS Corporation on September
20, 2004.*
(a)(5)(ix) Press Release issued by TELUS Corporation on October 12,
2004.
(b)(1) 2004 Credit Agreement, dated as of May 7, 2004, by and
among TELUS Corporation and TELUS Communications Inc.,
as Borrowers, the Toronto-Dominion Bank, as
Administration Agent, those institutions whose names
are set forth on the execution pages thereof under the
heading "Lenders", as Lenders, TD Securities and RBC
Capital Markets, as Co-Lead Arrangers, TD Securities,
as Bookrunner, Royal Bank of Canada, as Syndication
Agent, Bank of Montreal, The Bank of Nova Scotia and
Canadian Imperial Bank of Commerce, as Co-Documentation
Agents (incorporated by reference to the Form 6-K filed
with the United States Securities and Exchange
Commission by TELUS Corporation on May 17, 2004).*
(c) Not applicable.
(d)(1) Confidentiality Agreement, dated June 22, 2004, by
and between TELUS Corporation and Microcell
Telecommunications Inc.*
(e) Not applicable.
(f) Not applicable.
(g)(1) Soliciting Dealer Information Memorandum, dated May
2004.*
(h) Not applicable.
---------------------
* Previously filed.
SIGNATURES
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.
TELUS CORPORATION
By: /s/ Audrey T. Ho
-----------------------------------
Name: Audrey T. Ho
Title: Vice President, Legal
Services and General Counsel
Dated: October 12, 2004
EXHIBIT INDEX
Exhibit No. Exhibit Name
----------- ------------
(a)(1)(i) Offers to Purchase and Circular, dated May 17,
2004.*
(a)(1)(ii) Letter of Acceptance and Transmittal for the
Shares.*
(a)(1)(iii) Letter of Acceptance and Transmittal for the
Warrants.*
(a)(1)(iv) Notice of Guaranteed Delivery for the Shares.*
(a)(1)(v) Notice of Guaranteed Delivery for the Warrants.*
(a)(1)(vi) Letter to Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees.*
(a)(1)(vii) Form of Letter to Clients for use by Brokers,
Dealers, Commercial Banks, Trust Companies and
Other Nominees.*
(a)(1)(viii) Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9.*
(a)(1)(ix) Notice of Extension and Variation dated June 22,
2004.*
(a)(1)(x) Notice of Extension dated July 22, 2004.*
(a)(1)(xi) Notice of Extension dated August 20, 2004.*
(a)(1)(xii) Notice of Extension dated September 20, 2004.*
(a)(5)(i) Press Release issued by TELUS Corporation on May 13,
2004.*
(a)(5)(ii) E-mail message from the President and Chief
Executive Officer of TELUS Corporation sent to
employees of TELUS Corporation on May 13, 2004.*
(a)(5)(iii) Summary Advertisement published on May 17, 2004.*
(a)(5)(iv) Press Release issued by TELUS Corporation on June
22, 2004.*
(a)(5)(v) Press Release issued by TELUS Corporation on July
22, 2004.*
(a)(5)(vi) Press Release issued by TELUS Corporation on August
20, 2004.*
(a)(5)(vii) Press Release issued by TELUS Corporation on August
30, 2004.*
(a)(5)(viii) Press Release issued by TELUS Corporation on
September 20, 2004.*
(a)(5)(ix) Press Release issued by TELUS Corporation on
October 12, 2004.
(b)(1) 2004 Credit Agreement, dated as of May 7, 2004, by
and among TELUS Corporation and TELUS
Communications Inc., as Borrowers, the
Toronto-Dominion Bank, as Administration Agent,
those institutions whose names are set forth on the
execution pages thereof under the heading
"Lenders", as Lenders, TD Securities and RBC
Capital Markets, as Co-Lead Arrangers, TD
Securities, as Bookrunner, Royal Bank of Canada, as
Syndication Agent, Bank of Montreal, The Bank of
Nova Scotia and Canadian Imperial Bank of Commerce,
as Co-Documentation Agents (incorporated by
reference to the Form 6-K filed with the United
States Securities and Exchange Commission by TELUS
Corporation on May 17, 2004).*
(c) Not applicable.
(d)(1) Confidentiality Agreement, dated June 22, 2004, by
and between TELUS Corporation and Microcell
Telecommunications Inc.*
(e) Not applicable.
(f) Not applicable.
(g)(1) Soliciting Dealer Information Memorandum, dated
May 2004.*
(h) Not applicable.
----------------------
* Previously filed.