Canadian communications and media company Rogers Communications Inc. said it will launch an exchange offer for all of the outstanding Rogers Wireless Communications Inc. class B restricted voting shares owned by the public.
The offer calls for 1.75 class B non-voting shares to be exchanged for each class B share held, which RCI claims is a 16-percent premium compared with the Nov. 10 closing price of the RWCI class B shares and will give RCI full ownership control of RWCI. RCI currently owns 100 percent of the RWCI class A multiple voting shares and approximately 81 percent of the RWCI class B shares, representing an 89-percent equity interest and an approximate 98-percent voting interest in RWCI.
“We believe that this proposal represents an excellent opportunity for both the shareholders of Rogers Wireless and Rogers Communications,” said Ted Rogers, president and chief executive officer of RCI. “Rogers Wireless shareholders will receive a generous premium for their shares, will benefit from the greater liquidity of the Rogers Communications shares, and will continue to own equity in a company with significant Canadian wireless assets, while all Rogers Communications’ shareholders will benefit from the simplified corporate structure that will result from full ownership of its three primary operating companies assuming a successful completion of the offer.”
RCI added that it intends to accept and pay for any and all of the publicly held shares that are tendered to the offer regardless of the actual number of shares tendered.
RCI acquired AT&T Wireless Services Inc.’s 34-percent interest in RWCI last September for nearly $1.5 billion, including 27.6 million class A multiple voting shares and 20.9 million class B restricted voting shares. The deal gave RCI 62.8 million class A multiple voting and 64.9 million class B restricted voting shares of RWCI and allowed RWCI to pursue its recently approved $1.1 billion acquisition of rival Microcell Telecommunications Inc.
RCI shares were trading up more than 14 percent early Thursday at $41.50 per share on the New York Stock Exchange.<
