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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE TO
Tender Offer Statement under Section 14(d)(1) or Section 13(e)(1)
of the Securities Exchange Act of 1934
(Amendment No. 3)
MICROCELL TELECOMMUNICATIONS INC.
(Name of Subject Company (Issuer))
TELUS CORPORATION
(Name of Filing Person (Offeror))
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CLASS A RESTRICTED VOTING SHARES,
CLASS B NON-VOTING SHARES, WARRANTS 2005 and WARRANTS 2008
(Titles of Classes of Securities)
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59501T882, 59501T874, 59501T163 and 59501T171
(CUSIP Numbers of Classes of Securities)
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Audrey T. Ho
Vice President, Legal Services and General Counsel
TELUS Corporation
8-555 Robson Street
Vancouver, British Columbia V6B 3K9, Canada
(604) 697-8044
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications on Behalf of Filing Person)
CT Corporation System
111 Eighth Avenue, 13th Floor
New York, New York 10011
(212) 590-9200
(Name, address and telephone number of agent for service in the United States)
Copies to:
Christopher W. Morgan, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
222 Bay Street, Suite 1750
Toronto, Ontario M5K 1J5, Canada
(416) 777-4700
Calculation of Filing Fee
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Transaction Valuation* Amount of Filing Fee**
U.S.$798,065,574 U.S.$101,115
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* Estimated for purposes of calculating the amount of the filing fee only.
The Transaction Valuation is the sum of (1) the product of 235,961 class
A restricted voting shares ("Class A Shares"), of Microcell
Telecommunications Inc. ("Microcell"), and consideration of Cdn.$29.00
per Class A Share in cash plus (2) the product of 34,827,210 (which
includes 5,747,857 outstanding stock options and warrants for) class B
non-voting shares ("Class B Shares"), of Microcell and the tender offer
consideration of Cdn.$29.00 per Class B Share in cash plus (3) the
product of 3,998,302 Warrants 2005 ("Warrants 2005"), of Microcell and
the tender offer consideration of Cdn.$9.67 per Warrant 2005 in cash
plus (4) the product of 6,663,943 Warrants 2008 ("Warrants 2008"), of
Microcell and the tender offer consideration of Cdn.$8.89 per Warrant
2008 in cash, converted to U.S. dollars at the May 13, 2004, noon spot
exchange rate as reported by the Bank of Canada (Cdn.$1.3968 =
U.S.$1.00). The maximum number of Microcell securities to be acquired in
the tender offers is based on Microcell's outstanding share capital as
at May 3, 2004 as set forth in a press release issued by Microcell,
dated May 5, 2004, which was attached to a Form 6-K filed by Microcell
with the United States Securities and Exchange Commission on May 5,
2004.
** The amount of the filing fee calculated in accordance with Rule 0-11 of
the United States Securities Exchange Act of 1934, as amended, and Fee
Advisory #7 for Fiscal Year 2004 issued by the United States Securities
and Exchange Commission on January 26, 2004, equals the product of
0.0001267 and the Transaction Valuation.
[X] Check the box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number or the Form or Schedule and the date of its filing.
Amount Previously Paid: U.S.$101,115 Filing Party: TELUS Corporation
Form or Registration No.: Schedule TO-T Date Filed: May 17, 2004
[_] Check the box if the filing relates solely to preliminary
communications made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which
the statement relates:
[X] third-party tender offer subject to [_] issuer tender offer subject
Rule 14d-1. to Rule 13e-4.
[_] going-private transaction subject [_] amendment to Schedule 13D
to Rule 13e-3. under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the
results of the tender offer: [_]
This Amendment No. 3 to Tender Offer Statement on Schedule TO amends
and supplements the Tender Offer Statement on Schedule TO (as amended and
supplemented, the "Schedule TO") originally filed with the United States
Securities and Exchange Commission on May 17, 2004, as amended, by TELUS
Corporation, a company governed by the laws of British Columbia ("TELUS"),
relating to the offers by TELUS to purchase all of the issued and outstanding
class A restricted voting shares ("Class A Shares"), class B non-voting shares
("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), Warrants 2005 ("Warrants 2005"), and Warrants 2008
("Warrants 2008"), of Microcell Telecommunications Inc. at a purchase price of
Cdn.$29.00 per Class A Share, Cdn.$29.00 per Class B Share, Cdn.$9.67 per
Warrant 2005 and Cdn.$8.89 per Warrant 2008, in each case, net to the seller
in cash, without interest, upon the terms and subject to the conditions set
forth in the Offers to Purchase and Circular, dated May 17, 2004 (the "Offers
to Purchase"), and the related Letters of Acceptance and Transmittal, which,
together with any amendments or supplements thereto, collectively, constitute
the "Offering Materials." The information set forth in the Offering Materials
is hereby incorporated by reference with respect to Items 1 through 9 and 11
of this Schedule TO. Except where otherwise indicated in this Schedule TO, all
references to "dollars" or "$" are to Canadian dollars. Capitalized terms used
but not defined in this Schedule TO shall have the meanings ascribed thereto
in the Offering Materials.
Item 4. Terms of the Transaction.
On July 22, 2004, the Offeror provided written notice to the
Depositary that it was extending the Offers by extending the Expiry Time for
the Offers from 9 p.m., Toronto time, on July 22, 2004 to 9 p.m., Toronto
time, on August 20, 2004. Also, on July 22, 2004, the Offeror disclosed in a
press release that it was extending the Offers until such date and time and
that as of the close of business on July 22, 2004, 288 Class A Shares, 15,785
Class B Shares, 71,917 Warrants 2005 and 51,080 Warrants 2008 had been
deposited to the Offers and not withdrawn from the Offers. The press release
issued by, and the Notice of Extension dated July 22, 2004 to be disseminated
by the Depositary to Securityholders on behalf of, the Offeror disclosing the
extension of the Offers are attached hereto as Exhibit (a)(5)(v) and Exhibit
(a)(1)(x), respectively, and are hereby incorporated by reference.
Item 5. Past Contacts, Transactions, Negotiations and Agreements.
On June 22, 2004, the Company and the Offeror entered into a
confidentiality agreement pursuant to which the Company agreed to disclose
certain non-public information relating to the Company and its subsidiaries
and affiliates to the Offeror and its representatives. Following the execution
of the confidentiality agreement, the Offeror and certain of its
representatives were granted access by the Company to an electronic data room
established by the Company and have since that time conducted due diligence on
the Company and its business and operations using the materials contained in
the data room and certain other information provided in response to requests
made by the Offeror. In addition, members of the Company's management team and
representatives of the Company's financial advisors in connection with the
Offers made a presentation on June 29, 2004 to members of the Offeror's
management, including George Cope, Executive Vice-President of the Offeror and
President and Chief Executive Officer of TELUS Mobility and Robert G.
McFarlane, Executive Vice-President and Chief Financial Officer of the
Offeror, regarding the operations and financial results of the Company.
Item 12. Exhibits.
(a)(1)(i) Offers to Purchase and Circular, dated May 17, 2004.*
(a)(1)(ii) Letter of Acceptance and Transmittal for the Shares.*
(a)(1)(iii) Letter of Acceptance and Transmittal for the
Warrants.*
(a)(1)(iv) Notice of Guaranteed Delivery for the Shares.*
(a)(1)(v) Notice of Guaranteed Delivery for the Warrants.*
(a)(1)(vi) Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees.*
(a)(1)(vii) Form of Letter to Clients for use by Brokers,
Dealers, Commercial Banks, Trust Companies and Other
Nominees.*
(a)(1)(viii) Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9.*
(a)(1)(ix) Notice of Extension and Variation dated June 22,
2004.*
(a)(1)(x) Notice of Extension dated July 22, 2004.
(a)(5)(i) Press Release issued by TELUS Corporation on May 13,
2004.*
(a)(5)(ii) E-mail message from the President and Chief Executive
Officer of TELUS Corporation sent to employees of
TELUS Corporation on May 13, 2004.*
(a)(5)(iii) Summary Advertisement published on May 17, 2004.*
(a)(5)(iv) Press Release issued by TELUS Corporation on June 22,
2004.*
(a)(5)(v) Press Release issued by TELUS Corporation on July 22,
2004.
(b)(1) 2004 Credit Agreement, dated as of May 7, 2004, by
and among TELUS Corporation and TELUS Communications
Inc., as Borrowers, the Toronto-Dominion Bank, as
Administration Agent, those institutions whose names
are set forth on the execution pages thereof under
the heading "Lenders", as Lenders, TD Securities and
RBC Capital Markets, as Co-Lead Arrangers, TD
Securities, as Bookrunner, Royal Bank of Canada, as
Syndication Agent, Bank of Montreal, The Bank of Nova
Scotia and Canadian Imperial Bank of Commerce, as
Co-Documentation Agents (incorporated by reference to
the Form 6-K filed with the United States Securities
and Exchange Commission by TELUS Corporation on May
17, 2004).*
(c) Not applicable.
(d)(1) Confidentiality Agreement, dated June 22, 2004, by
and between TELUS Corporation and Microcell
Telecommunications Inc.*
(e) Not applicable.
(f) Not applicable.
(g)(1) Soliciting Dealer Information Memorandum, dated May
2004.*
(h) Not applicable.
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* Previously filed.
SIGNATURES
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.
TELUS CORPORATION
By: /s/ Audrey T. Ho
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Name: Audrey T. Ho
Title: Vice President, Legal
Services and General
Counsel
Dated: July 22, 2004
EXHIBIT INDEX
Exhibit No. Exhibit Name
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(a)(1)(i) Offers to Purchase and Circular, dated May 17, 2004.*
(a)(1)(ii) Letter of Acceptance and Transmittal for the Shares.*
(a)(1)(iii) Letter of Acceptance and Transmittal for the Warrants.*
(a)(1)(iv) Notice of Guaranteed Delivery for the Shares.*
(a)(1)(v) Notice of Guaranteed Delivery for the Warrants.*
(a)(1)(vi) Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees.*
(a)(1)(vii) Form of Letter to Clients for use by Brokers, Dealers,
Commercial Banks, Trust Companies and Other Nominees.*
(a)(1)(viii) Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9.*
(a)(1)(ix) Notice of Extension and Variation dated June 22, 2004.*
(a)(1)(x) Notice of Extension dated July 22, 2004.
(a)(5)(i) Press Release issued by TELUS Corporation on May 13, 2004.*
(a)(5)(ii) E-mail message from the President and Chief Executive
Officer of TELUS Corporation sent to employees of TELUS
Corporation on May 13, 2004.*
(a)(5)(iii) Summary Advertisement published on May 17, 2004.*
(a)(5)(iv) Press Release issued by TELUS Corporation on June 22, 2004.*
(a)(5)(v) Press Release issued by TELUS Corporation on July 22, 2004.
(b)(1) 2004 Credit Agreement, dated as of May 7, 2004, by and among
TELUS Corporation and TELUS Communications Inc., as
Borrowers, the Toronto-Dominion Bank, as Administration
Agent, those institutions whose names are set forth on the
execution pages thereof under the heading "Lenders", as
Lenders, TD Securities and RBC Capital Markets, as Co-Lead
Arrangers, TD Securities, as Bookrunner, Royal Bank of
Canada, as Syndication Agent, Bank of Montreal, The Bank of
Nova Scotia and Canadian Imperial Bank of Commerce, as
Co-Documentation Agents (incorporated by reference to the
Form 6-K filed with the United States Securities and
Exchange Commission by TELUS Corporation on May 17, 2004).*
(c) Not applicable.
(d)(1) Confidentiality Agreement, dated June 22, 2004, by and
between TELUS Corporation and Microcell Telecommunications
Inc.*
(e) Not applicable.
(f) Not applicable.
(g)(1) Soliciting Dealer Information Memorandum, dated May 2004.*
(h) Not applicable.
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* Previously filed.