SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE TO
(Rule 14d-100)
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(d)(1) or 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 4)
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MICROCELL TELECOMMUNICATIONS INC.
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(Name of Subject Company (Issuer))
ROGERS WIRELESS INC.
ROGERS WIRELESS COMMUNICATIONS INC.
ROGERS COMMUNICATIONS INC.
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(Name of Filing Persons, Offerors)
CLASS A RESTRICTED VOTING SHARES
CLASS B NON-VOTING SHARES
WARRANTS 2005
WARRANTS 2008
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(Title of Classes of Securities)
59501T882
59501T874
59501T163
59501T171
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(CUSIP Numbers of Class of Securities)
DAVID P. MILLER, ESQ.
ROGERS WIRELESS INC.
ONE MOUNT PLEASANT ROAD, 16TH FLOOR
TORONTO, ONTARIO M4Y 2Y5
CANADA
(416) 935-1100
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications on Behalf of Filing Persons)
Copy to:
John T. Gaffney, Esq.
Cravath, Swaine & Moore LLP
Worldwide Plaza
825 Eighth Avenue
New York, NY 10019-7475
(212) 474-1000
This Amendment No. 4 amends and supplements the Tender Offer
Statement on Schedule TO filed with the U.S. Securities and Exchange
Commission on September 30, 2004 (as amended, the "Schedule TO"), relating
to the Offers (collectively, the "Offers") by Rogers Wireless Inc. (the
"Offeror"), a corporation incorporated under the Canada Business
Corporations Act (the "CBCA") and a wholly-owned subsidiary of Rogers
Wireless Communications Inc. (the "Parent"), a corporation incorporated
under the CBCA, to purchase all of the issued and outstanding class A
restricted voting shares (the "Class A Shares"), class B non-voting shares
(the "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 and the Warrants), Warrants 2005 (the
"Warrants 2005") and Warrants 2008 (the "Warrants 2008" and, collectively
with the Warrants 2005, the "Warrants", and together with the Shares, the
"Securities"), of Microcell Telecommunications Inc. (the "Company"), a
corporation incorporated under the CBCA, at a purchase price of Cdn.$35.00
per Class A Share, Cdn.$35.00 per Class B Share, Cdn.$15.79 per Warrant
2005 and Cdn.$15.01 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 September 30, 2004, and
the related Letters of Acceptance and Transmittal (which, together with any
amendments or supplements thereto, collectively, constitute the "Offering
Materials").
Capitalized terms used herein and not defined have the respective
meanings assigned to such terms in the Offers to Purchase and Circular.
ITEM 4. TERMS OF THE TRANSACTION
The Offeror announced today that it has been advised by the
Canadian Competition Bureau (the "Bureau") that that Bureau has cleared the
Offeror's acquisition of the Securities of the Company. Accordingly, all
regulatory conditions in the Offers have been satisfied.
ITEM 12. EXHIBITS
(a)(5)(ii) Press release issued by Rogers Wireless Inc., dated
November 3, 2004.
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.
Date: November 3, 2004 ROGERS WIRELESS INC.
By:/s/ Graeme McPhail
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Name: Graeme McPhail
Title: Vice President, Associate General Counsel
ROGERS WIRELESS COMMUNICATIONS INC.
By:/s/ Graeme McPhail
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Name: Graeme McPhail
Title: Vice President, Associate General Counsel
ROGERS COMMUNICATIONS INC.
By:/s/ Graeme McPhail
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Name: Graeme McPhail
Title: Vice President, Associate General Counsel
EXHIBIT INDEX
EXHIBIT DESCRIPTION
NUMBER
(a)(5)(ii) Press release issued by Rogers Wireless Inc.,
dated November 3, 2004.