Rogers Communications Acquires Call-Net Enterprises

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 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, 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 DuMoulin LLP with a team led by Jonathan Levin 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). In the US, Rogers was represented by Cravath, Swaine & Moore LLP with a team that included John Gaffney and Erik Tavzel. Wes Heppler and John Dodge of Cole, Raywid & Braverman, LLP also advised Rogers with respect to US regulatory matters.

Call-Net was represented by Goodmans LLP with a team that included Dale Lastman, Sheldon Freeman, Mark Spiro, Caroline Cook and Ali Ziai (securities/corporate), Neil Harris, Mitchell Sherman and Maureen Berry (tax), Michael Koch (regulatory), Richard Annan (competition) and Tom Friedland and Suzy Kauffman (litigation); and in the US by Akin Gump Strauss Hauer & Feld LLP with a team comprised of Kerry Berchem and Anthony Szydlowski (securities/corporate) and Seth Lebowitz (tax), and Joel Winnik and Matthew Wood (regulatory) from Hogan & Hartson LLP.