Rogers Communications acquires Call-Net Enterprises for a value of C$330 million

Rogers Communications Inc. acquired Call-Net Enterprises Inc. effective July 1, 2005. The acquisition was accomplished through a court-approved statutory plan of arrangement, pursuant to which each Call-Net shareholder received one Rogers Communications Inc. Class B non-voting share for every 4.25 Call-Net shares held by such shareholder. The aggregate equity value of the transaction was approximately C$330 million. In addition, US$270 million of Call-Net senior secured notes remained outstanding following the acquisition, subject to a change of control offer to purchase by Call-Net or Rogers. Call-Net Enterprises Inc., primarily through its wholly-owned subsidiary Sprint Canada Inc., is a leading Canadian integrated communications solutions provider of home phone, wireless, long distance and IP services to households, and local, long distance, toll free, enhanced voice, data and IP services to businesses across Canada. Rogers Communications is a diversified Canadian communications and media company. Rogers was represented by its General Counsel and Secretary, David Miller, and its Associate General Counsel, Graeme McPhail. Rogers also was advised by Fasken Martineau, with a team led by Jonathan Levin and that included Richard Steinberg, Daniel Batista and Jeffrey Klam (securities/corporate), Anthony Baldanza and Huy Do (competition), Alan Schwartz and William Bies (tax) and Samuel Rickett (litigation).