SECURITIES AND EXCHANGE COMMISSION
SCHEDULE 14D-9/A
SOLICITATION/ RECOMMENDATION STATEMENT
Microcell Telecommunications Inc.
Microcell Telecommunications Inc.
Class A Restricted Voting Shares
59501T882, 59501T874, 59501T163, 59501T171
Jocelyn Côté, Esq.
With Copies to:
David P. Falck, Esq. Pillsbury Winthrop LLP 1540 Broadway New York, NY 10036 (212) 858-1000 | Marc B. Barbeau, Esq. Stikeman Elliott LLP 1155 Rene-Levesque Blvd. West Suite 4000 Montreal, Quebec H3B 3V2 Canada (514) 397-3000 |
Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.o
This Amendment No. 9 (the “Amendment No. 9”) hereby amends and supplements the Solicitation/Recommendation Statement on Schedule 14D-9 initially filed by Microcell Telecommunications Inc., a Canadian corporation (the “Company” or “Microcell”) on May 20, 2004, as amended and supplemented on May 27, 2004, June 1, 2004, June 21, 2004, June 29, 2004, July 21, 2004, August 10, 2004, August 19, 2004 and September 14, 2004 (collectively, the “Schedule 14D-9”) relating to the offer by TELUS Corporation (the “Offeror” or “TELUS”), a corporation incorporated under the Company Act (British Columbia) to purchase all of the outstanding Class A Restricted Voting Shares, Class B Non-Voting Shares, Warrants 2005 and Warrants 2008 of the Company (collectively, the “Securities”) on the basis of $29.00 per Class A Restricted Voting Share, $29.00 per Class B Non-Voting Share, $9.67 per Warrant 2005 and $8.89 per Warrant 2008, in each case, net to the seller in cash, without interest, upon the terms and subject to the conditions set forth in the Tender Offer Statement on Schedule TO (“Schedule TO”) filed by the Offeror with the Securities and Exchange Commission on May 17, 2004, as subsequently amended.
In this Schedule 14D-9/A, except where otherwise noted, all references to “dollars” or “$” are to Canadian dollars.
Except as otherwise indicated herein, the information set for in the Schedule 14D-9 remains unchanged. Capitalized terms used herein and not otherwise defined herein shall have the respective meanings given to such terms in the Schedule 14D-9.
Item 4. The Solicitation or Recommendation
Item 4 is hereby amended and supplemented to include the following information.
Solicitation/Recommendation.
The information set forth in the first, second, third and sixth paragraphs of exhibit (a)(5)(xiv) is incorporated in this document by reference.
Background of the Offer; Reasons for Recommendation.
The information set forth in the first, second, third and sixth paragraphs of exhibit (a)(5)(xiv) is incorporated in this document by reference.
Item 9. Exhibits
Item 9 is hereby amended and restated to include the following exhibits, which are attached as exhibits hereto.
EXHIBIT INDEX
Exhibit No. | Exhibit Name | |||||
(a)(1)(i)* | Directors’ Circular, dated May 28, 2004, including opinions of Financial Advisors dated May 19, 2004. | |||||
(a)(5)(i)* | Press Release issued by Microcell Telecommunications Inc. on May 13, 2004. | |||||
(a)(5)(ii)* | Press Release issued by Microcell Telecommunications Inc. on May 20, 2004. | |||||
(a)(5)(iii)* | Communication to employees of Microcell sent on May 25, 2004 by Alain Rhéaume, President and Chief Operating Officer of Microcell Solutions, Inc. | |||||
(a)(5)(iv)* | Press Release issued by Microcell Telecommunications Inc. on May 31, 2004. |
Exhibit No. | Exhibit Name | |||||
(a)(5)(v)* | Press Release issued by Microcell Telecommunications Inc. on June 21, 2004. | |||||
(a)(5)(vi)* | Press Release issued by Microcell Telecommunications Inc. on June 29, 2004. | |||||
(a)(5)(vii)* | Press Release issued by Microcell Telecommunications Inc. on July 21, 2004. | |||||
(a)(5)(viii)* | Press Release issued by Microcell Telecommunications Inc. on August 10, 2004. | |||||
(a)(5)(ix)* | Quarterly Earnings Release issued by Microcell Telecommunications Inc. on August 10, 2004. | |||||
(a)(5)(x) | President’s Message and Management’s Discussion and Analysis for the Three Months ending June 30, 2004, incorporated by reference to the Company’s Form 6-K as furnished to the Commission on August 10, 2004. | |||||
(a)(5)(xi) | Certain Projections of Microcell Telecommunications Inc., incorporated by reference to Exhibit 99.1 to the Company’s Form 6-K, as furnished to the Commission on August 10, 2004. | |||||
(a)(5)(xii)* | Press Release issued by Microcell Telecommunications Inc. on August 19, 2004. | |||||
(a)(5)(xiii)* | Press Release issued by Microcell Telecommunications Inc. on September 14, 2004. | |||||
(a)(5)(xiv) | Press Release issued by Microcell Telecommunications Inc. on September 20, 2004, incorporated by reference to Exhibit 99.1 to the Company’s Schedule 14D-9, as filed with the Commission on September 20, 2004. | |||||
(a)(5)(xv) | Message to Employees, incorporated by reference to Exhibit 99.2 to the Company’s Schedule 14D-9, as filed with the Commission on September 20, 2004. | |||||
(e) | Confidentiality Agreement, dated June 22, 2004 between Microcell Telecommunications and TELUS Corporation, incorporated by reference to Exhibit (d)(1) to the Amendment No. 2 to TELUS’ Schedule TO, as filed with the Commission on June 23, 2004. | |||||
(g) | None. |
* | 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.
MICROCELL TELECOMMUNICATIONS INC. | ||||
By: | /s/ JACQUES LEDUC | |||
Name: Jacques Leduc Title: Chief Financial Officer and Treasurer |
Dated: September 20, 2004