Subject: [NEXTEL-1] Microcell Responds to TELUS' Unsolicited Offers to Acquire Securities-Recommends Against Tendering to the Offers

From: [email-masked]
Date: Thu, 20 May 2004 16:16:18 -0400

Source: Microcell Telecommunications Inc.

Microcell Responds to TELUS' Unsolicited Offers to Acquire
Securities-Recommends Against Tendering to the Offers
Thursday May 20, 3:53 pm ET

MONTREAL--(BUSINESS WIRE)--May 20, 2004--The Board of Directors of
Microcell Telecommunications Inc. ("Microcell" or the "Company") (TSX:
MT.A - News; TSX: MT.B - News) today announced its response to TELUS
Corporation's unsolicited offers to purchase Microcell's Class A
restricted voting shares for C$29.00 per share, Class B non-voting
shares for C$29.00, 2005 Warrants for C$9.67, and 2008 Warrants for
C$8.89 (the "Offers"). After careful review and analysis of the Offers
performed with the assistance of its legal and financial advisors, the
Board recommends that holders of the Class A restricted voting shares,
Class B non-voting shares, 2005 Warrants and 2008 Warrants
(collectively, the "Securities") not tender into the Offers.
-0-

In reaching its determination the Board has relied on the following
factors, among others:

- The opinions dated May 19, 2004 of its financial advisors, J.P.

Morgan Securities Inc. and Rothschild, to the Board to the effect that,
as of that date and based upon and subject to the matters stated in
their respective opinions, the consideration being offered to the
holders of the Securities was inadequate, from a financial point of
view, to such holders.

- Concerns about the significant conditions TELUS has placed on its
Offers, including but not limited to the issuance of a "No Action"
letter by  the Commissioner of Competition  and relief from Industry
Canada's policy with respect to Spectrum Cap limitations.  If the
conditions to the Offers are not met or waived by TELUS, then TELUS
would be under no obligation to take up and pay for the Securities under
its Offers.

- The possibility that other bidders may be willing to make a more
attractive offer than TELUS. The Company has been contacted by other
parties that have indicated their interest in pursuing discussions that
could result in competing bids or other transactions. The Company
intends to hold discussions with any other interested parties that may
emerge.

In response to the Offers, the Board has initiated a full strategic
review in order to determine the best way to maximize value for all
security holders and intends to use the time provided by Microcell's
shareholder rights plan to actively pursue all its alternatives. The
Board has directed its financial advisors to contact TELUS and a number
of other parties in order to evaluate all strategic and financial
alternatives available to the Company. This process may result in a sale
of the Company to TELUS, the sale to another third party, an equity
investment into the Company by a strategic or financial investor, the
separation of certain assets of the Company or some combination of these
alternatives. There can be no assurance that this process will lead to
any transaction.

Consistent with Canadian and U.S. securities regulations, Microcell will
furnish a Director's Circular to shareholders to provide additional
important information regarding Microcell's response to the Offers on or
prior to June 1, 2004. Security holders should carefully review the
Director's Circular. In connection with TELUS' unsolicited tender offer,
Microcell will be filing certain materials with the Securities and
Exchange Commission today, including a solicitation/recommendation
statement on Schedule 14D-9. SECURITYHOLDERS ARE URGED TO READ THE
SOLICITATION/RECOMMENDATION STATEMENT, AS IT MAY BE AMENDED FROM TIME TO
TIME, BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION. The
solicitation/recommendation statement will be amended to include the
Director's Circular when it becomes available. Investors can obtain a
free copy of the solicitation/recommendation statement, when it becomes
available, and other materials filed by Microcell with the Securities
and Exchange Commission at the SEC's Web site at www.sec.gov.
Stockholders may also obtain, without charge, a copy of the
solicitation/recommendation statement, when available, at
www.microcell.ca.

About the Company

Microcell Telecommunications Inc. is a major provider, through its
subsidiaries, of telecommunications services in Canada dedicated solely
to wireless. Microcell offers a wide range of voice and high-speed data
communications products and services to over 1.2 million customers.
Microcell operates a GSM network across Canada and markets Personal
Communications Services (PCS) and General Packet Radio Service (GPRS)
under the Fido® brand name. Microcell has been a public company since
October 15, 1997, and is listed on the Toronto Stock Exchange.

Note to Microcell Investors

The statements made in this release concerning Microcell's future
prospects are forward-looking statements that involve risks and
uncertainties, which may prevent expected future results from being
achieved. For those statements, we claim the protection of the safe
harbour for forward-looking statements contained in the securities laws.
The Company cautions that actual future performance could be affected by
a number of factors, including technological change, regulatory change
and competitive factors, many of which are beyond the Company's control.

Therefore, future events and results may vary substantially from what
the Company currently foresees. Additional information identifying risks
and uncertainties is contained in the Company's Annual Information Form
for 2002 and in other filings with securities commissions in Canada and
the United States.

http://biz.yahoo.com/bw/040520/205698_1.html

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