Archived from groups: alt.cellular.fido (More info?)
http://tsedb.theglobeandmail.com/servlet/WireFeedRedirect?cf=GlobeInvestor/tsx/config&date=20040520&archive=ccnm&slug=0520152n
Microcell Responds to TELUS' Unsolicited Offers to Acquire
Securities-Recommends Against Tendering to the Offers
15:46 EDT Thursday, May 20, 2004
MONTREAL, QUEBEC--(CCNMatthews - May 20, 2004) - The Board of
Directors of Microcell Telecommunications Inc. ("Microcell" or the
"Company") today announced its response to TELUS Corporation's
unsolicited offers to purchase Microcell's Class A restricted voting
shares for C$29.00 per share, Class B non-voting shares for C$29.00,
2005 Warrants for C$9.67, and 2008 Warrants for C$8.89 (the "Offers").
After careful review and analysis of the Offers performed with the
assistance of its legal and financial advisors, the Board recommends
that holders of the Class A restricted voting shares, Class B
non-voting shares, 2005 Warrants and 2008 Warrants (collectively, the
"Securities") not tender into the Offers.
In reaching its determination the Board has relied on the following
factors, among others:
- The opinions dated May 19, 2004 of its financial advisors, J.P.
Morgan Securities Inc. and Rothschild, to the Board to the effect
that, as of that date and based upon and subject to the matters
stated in their respective opinions, the consideration being
offered to the holders of the Securities was inadequate,
from a financial point of view, to such holders.
- Concerns about the significant conditions TELUS has placed on its
Offers, including but not limited to the issuance of a "No Action"
letter by the Commissioner of Competition and relief from
Industry Canada's policy with respect to Spectrum Cap limitations.
If the conditions to the Offers are not met or waived by TELUS,
then TELUS would be under no obligation to take up and pay for the
Securities under its Offers.
- The possibility that other bidders may be willing to make a more
attractive offer than TELUS. The Company has been contacted by
other parties that have indicated their interest in pursuing
discussions that could result in competing bids or other
transactions. The Company intends to hold discussions with any
other interested parties that may emerge.
In response to the Offers, the Board has initiated a full strategic
review in order to determine the best way to maximize value for all
security holders and intends to use the time provided by Microcell's
shareholder rights plan to actively pursue all its alternatives. The
Board has directed its financial advisors to contact TELUS and a
number of other parties in order to evaluate all strategic and
financial alternatives available to the Company. This process may
result in a sale of the Company to TELUS, the sale to another third
party, an equity investment into the Company by a strategic or
financial investor, the separation of certain assets of the Company or
some combination of these alternatives. There can be no assurance that
this process will lead to any transaction.
Consistent with Canadian and U.S. securities regulations, Microcell
will furnish a Director's Circular to shareholders to provide
additional important information regarding Microcell's response to the
Offers on or prior to June 1, 2004. Security holders should carefully
review the Director's Circular. In connection with TELUS' unsolicited
tender offer, Microcell will be filing certain materials with the
Securities and Exchange Commission today, including a
solicitation/recommendation statement on Schedule 14D-9.
SECURITYHOLDERS ARE URGED TO READ THE SOLICITATION/RECOMMENDATION
STATEMENT, AS IT MAY BE AMENDED FROM TIME TO TIME, BECAUSE IT WILL
CONTAIN IMPORTANT INFORMATION. The solicitation/recommendation
statement will be amended to include the Director's Circular when it
becomes available. Investors can obtain a free copy of the
solicitation/recommendation statement, when it becomes available, and
other materials filed by Microcell with the Securities and Exchange
Commission at the SEC's Web site at www.sec.gov. Stockholders may also
obtain, without charge, a copy of the solicitation/recommendation
statement, when available, at www.microcell.ca.
About the Company
Microcell Telecommunications Inc. is a major provider, through its
subsidiaries, of telecommunications services in Canada dedicated
solely to wireless. Microcell offers a wide range of voice and
high-speed data communications products and services to over 1.2
million customers. Microcell operates a GSM network across Canada and
markets Personal Communications Services (PCS) and General Packet
Radio Service (GPRS) under the Fido(R) brand name. Microcell has been
a public company since October 15, 1997, and is listed on the Toronto
Stock Exchange.
Note to Microcell Investors
The statements made in this release concerning Microcell's future
prospects are forward-looking statements that involve risks and
uncertainties, which may prevent expected future results from being
achieved. For those statements, we claim the protection of the safe
harbour for forward-looking statements contained in the securities
laws. The Company cautions that actual future performance could be
affected by a number of factors, including technological change,
regulatory change and competitive factors, many of which are beyond
the Company's control.
Therefore, future events and results may vary substantially from what
the Company currently foresees. Additional information identifying
risks and uncertainties is contained in the Company's Annual
Information Form for 2002 and in other filings with securities
commissions in Canada and the United States.
Reminder to holders of Class A Restricted Voting Shares and Class B
Non-Voting Shares
The Company reminds the holders of its Class A Restricted Voting
Shares and Class B Non-Voting Shares that (i) each Class A Restricted
Voting Share may, at the option of the holder, be exchanged at any
time for one Class B Non-Voting Share and (ii) each Class B Non-Voting
Share may, at the option of the holder by providing a declaration of
Canadian residency to the Company's transfer agent, be exchanged at
any time for one Class A Restricted Voting Share.
Fido is a registered trademark of Microcell Solutions Inc.
www.microcell.ca
FOR FURTHER INFORMATION PLEASE CONTACT:
Microcell Telecommunications Inc.
Thane Fotopoulos
Investment community
(514) 937-0102, ext. 8317
thane.fotopoulos@microcell.ca
or
Microcell Telecommunications Inc.
Claire Fiset
Media
(514) 937-0102, ext. 7824
claire.fiset@microcell.ca
http://tsedb.theglobeandmail.com/servlet/WireFeedRedirect?cf=GlobeInvestor/tsx/config&date=20040520&archive=ccnm&slug=0520152n
Microcell Responds to TELUS' Unsolicited Offers to Acquire
Securities-Recommends Against Tendering to the Offers
15:46 EDT Thursday, May 20, 2004
MONTREAL, QUEBEC--(CCNMatthews - May 20, 2004) - The Board of
Directors of Microcell Telecommunications Inc. ("Microcell" or the
"Company") today announced its response to TELUS Corporation's
unsolicited offers to purchase Microcell's Class A restricted voting
shares for C$29.00 per share, Class B non-voting shares for C$29.00,
2005 Warrants for C$9.67, and 2008 Warrants for C$8.89 (the "Offers").
After careful review and analysis of the Offers performed with the
assistance of its legal and financial advisors, the Board recommends
that holders of the Class A restricted voting shares, Class B
non-voting shares, 2005 Warrants and 2008 Warrants (collectively, the
"Securities") not tender into the Offers.
In reaching its determination the Board has relied on the following
factors, among others:
- The opinions dated May 19, 2004 of its financial advisors, J.P.
Morgan Securities Inc. and Rothschild, to the Board to the effect
that, as of that date and based upon and subject to the matters
stated in their respective opinions, the consideration being
offered to the holders of the Securities was inadequate,
from a financial point of view, to such holders.
- Concerns about the significant conditions TELUS has placed on its
Offers, including but not limited to the issuance of a "No Action"
letter by the Commissioner of Competition and relief from
Industry Canada's policy with respect to Spectrum Cap limitations.
If the conditions to the Offers are not met or waived by TELUS,
then TELUS would be under no obligation to take up and pay for the
Securities under its Offers.
- The possibility that other bidders may be willing to make a more
attractive offer than TELUS. The Company has been contacted by
other parties that have indicated their interest in pursuing
discussions that could result in competing bids or other
transactions. The Company intends to hold discussions with any
other interested parties that may emerge.
In response to the Offers, the Board has initiated a full strategic
review in order to determine the best way to maximize value for all
security holders and intends to use the time provided by Microcell's
shareholder rights plan to actively pursue all its alternatives. The
Board has directed its financial advisors to contact TELUS and a
number of other parties in order to evaluate all strategic and
financial alternatives available to the Company. This process may
result in a sale of the Company to TELUS, the sale to another third
party, an equity investment into the Company by a strategic or
financial investor, the separation of certain assets of the Company or
some combination of these alternatives. There can be no assurance that
this process will lead to any transaction.
Consistent with Canadian and U.S. securities regulations, Microcell
will furnish a Director's Circular to shareholders to provide
additional important information regarding Microcell's response to the
Offers on or prior to June 1, 2004. Security holders should carefully
review the Director's Circular. In connection with TELUS' unsolicited
tender offer, Microcell will be filing certain materials with the
Securities and Exchange Commission today, including a
solicitation/recommendation statement on Schedule 14D-9.
SECURITYHOLDERS ARE URGED TO READ THE SOLICITATION/RECOMMENDATION
STATEMENT, AS IT MAY BE AMENDED FROM TIME TO TIME, BECAUSE IT WILL
CONTAIN IMPORTANT INFORMATION. The solicitation/recommendation
statement will be amended to include the Director's Circular when it
becomes available. Investors can obtain a free copy of the
solicitation/recommendation statement, when it becomes available, and
other materials filed by Microcell with the Securities and Exchange
Commission at the SEC's Web site at www.sec.gov. Stockholders may also
obtain, without charge, a copy of the solicitation/recommendation
statement, when available, at www.microcell.ca.
About the Company
Microcell Telecommunications Inc. is a major provider, through its
subsidiaries, of telecommunications services in Canada dedicated
solely to wireless. Microcell offers a wide range of voice and
high-speed data communications products and services to over 1.2
million customers. Microcell operates a GSM network across Canada and
markets Personal Communications Services (PCS) and General Packet
Radio Service (GPRS) under the Fido(R) brand name. Microcell has been
a public company since October 15, 1997, and is listed on the Toronto
Stock Exchange.
Note to Microcell Investors
The statements made in this release concerning Microcell's future
prospects are forward-looking statements that involve risks and
uncertainties, which may prevent expected future results from being
achieved. For those statements, we claim the protection of the safe
harbour for forward-looking statements contained in the securities
laws. The Company cautions that actual future performance could be
affected by a number of factors, including technological change,
regulatory change and competitive factors, many of which are beyond
the Company's control.
Therefore, future events and results may vary substantially from what
the Company currently foresees. Additional information identifying
risks and uncertainties is contained in the Company's Annual
Information Form for 2002 and in other filings with securities
commissions in Canada and the United States.
Reminder to holders of Class A Restricted Voting Shares and Class B
Non-Voting Shares
The Company reminds the holders of its Class A Restricted Voting
Shares and Class B Non-Voting Shares that (i) each Class A Restricted
Voting Share may, at the option of the holder, be exchanged at any
time for one Class B Non-Voting Share and (ii) each Class B Non-Voting
Share may, at the option of the holder by providing a declaration of
Canadian residency to the Company's transfer agent, be exchanged at
any time for one Class A Restricted Voting Share.
Fido is a registered trademark of Microcell Solutions Inc.
www.microcell.ca
FOR FURTHER INFORMATION PLEASE CONTACT:
Microcell Telecommunications Inc.
Thane Fotopoulos
Investment community
(514) 937-0102, ext. 8317
thane.fotopoulos@microcell.ca
or
Microcell Telecommunications Inc.
Claire Fiset
Media
(514) 937-0102, ext. 7824
claire.fiset@microcell.ca
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