AT&T Corp. and BT Announce Strategic Telecommunications Investments in Canada; AT&T and BT to Jointly Acquire 33% of Rogers Cantel.

NEW YORK--(BUSINESS WIRE)--Aug. 5, 1999--

BT to Acquire 30% of AT&T's 31% Ownership of AT&T Canada

Agreements Provide AT&T Canada and Rogers Cantel Closer Ties with

UK-Based Multi-National Corporations, Increased Co-marketing and

Bundling Opportunities

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News Conference Scheduled: A news conference is scheduled at 11:00 a.m. (Eastern Time) this morning at News Theatre, 98 The Esplanade, Toronto. Senior management from BT, AT&T, Rogers Communications and Rogers Cantel will discuss the announcement and, following brief statements, will respond to questions.

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Live coverage of the news conference, followed by B-roll, will be available via satellite on Anik E2C/8A, Downlink 4000 MHz (horizontal), Channel 15, Audio sub-carriers 6.8 and 6.2. The news conference will also be broadcast via the Internet at http://clients.activate.net/canada/newstheatre. A live audio bridge to the news conference for the media will be available toll free by calling 1-800-361-1028 (within North America) or 00-800-0022-8228 (within Europe). Reporters may call these numbers beginning at 10:45 a.m. ET and be connected live to the news conference and ask questions following the presentations. For technical information, please contact News Theatre at [phone], ext. 237.

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A graphic representation of the legal entity structure of the transactions can be found at www.att.com or www.rogers.com.

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AT&T Corp. ("AT&T") and British Telecommunications plc ("BT") today announced that they have agreed on two important transactions in Canada.

First, AT&T and BT will jointly acquire a 33 per cent equity stake in Rogers Cantel Mobile Communications Inc. ("Rogers Cantel") for an aggregate of approximately Cdn $1.4 billion (US$934 million) in cash. The transaction significantly enhances the relationship between Rogers Cantel and AT&T formed in 1996, while adding a major new international partner.

Second, BT will acquire 30 per cent of AT&T's 31 per cent equity position in AT&T Canada for approximately Cdn $600 million (US $402 million).

In addition, Rogers Cantel and AT&T Canada will accelerate the bundling and joint marketing of wired and wireless services for Canadian business customers.

These transactions, following the AT&T and BT joint investment in Japan Telecom in April of this year, are the second major joint initiatives by AT&T and BT since the two companies announced their proposed US $10 billion global venture last year.

The closing of the transactions is expected to take place on or about August 16th, 1999. There is a payment for non-completion of the Rogers Cantel transaction payable by AT&T and BT to Rogers Cantel of Cdn $1.50 per share.

John D. Zeglis, President of AT&T, said: "Today's announcements represent a deepening of our commitment to the Canadian marketplace. The combination of AT&T, BT, Rogers Cantel and AT&T Canada will give Canadian businesses even better access to unrivaled mobile and wired services nationwide. And through our global joint venture with BT, Canadian companies will enjoy the seamless worldwide services they need to compete in the economy of the 21st century."

Alfred T. Mockett, President and CEO of BT Worldwide, said: "Rogers Cantel and AT&T Canada represent a significant addition to our global family of alliances and will enable BT to take an active part in the Canadian mobile and business wireline markets. Today's announcements are consistent with BT's strategy of concentrating on the fast moving, high growth areas of mobile, Internet and data communications."

Edward S. ("Ted") Rogers, Rogers Communications Inc. ("RCI") President and CEO, said, "This is an important day for RCI, Rogers Cantel and for the Canadian telecommunications marketplace. Today we are positioning Rogers Cantel for the future by aligning our Canadian strengths in wireless with two global telecommunications leaders, BT and AT&T."

Charles E. Hoffman, Rogers Cantel's President and CEO said, "Rogers Cantel embarked on the first stage of its relationship with AT&T in 1996 with a branding and technology alliance that included the co-branding of our products and services as Cantel AT&T. Today, we are strengthening that relationship to ensure that our customers and all Canadians will continue to have access to the best technology and wireless services wherever they travel -- across North America and internationally."

James J. Meenan, Vice Chairman and CEO, AT&T Canada, said, "We are delighted that BT has given AT&T Canada such a significant vote of confidence. This agreement further enhances our ability to offer one-stop shopping for business customers, provides seamless global reach for our Canadian business customers and closer ties with UK-based multi-national corporations."

Summary of the Investment in Rogers Cantel by AT&T Corp. and BT

AT&T and BT will jointly acquire a 33.3 per cent equity stake in Rogers Cantel Mobile Communications Inc. ("Rogers Cantel") for an aggregate of approximately Cdn $1.4 billion (US$934 million) in cash. This ownership position will be held through a newly established entity ("Wireless Co"), 50 per cent owned by AT&T and 50 per cent owned by BT.

Wireless Co will purchase approximately 27.8 million new convertible preferred shares from Rogers Cantel at a price of Cdn $34.70 per share. These convertible preferred shares will be convertible on a one-for-one basis after one year from the date of issue into approximately 15.3 million Class A Multiple Voting Shares and 12.4 million Class B Restricted Voting Shares. AT&T will also contribute 1.04 million Class B Restricted Voting Shares to Wireless Co acquired by AT&T pursuant to its 1996 brand agreement with Rogers Cantel. The price paid represents a premium of approximately 27 per cent over the 30-day average closing price and approximately 29 per cent over the 60-day average closing price of the underlying Rogers Cantel Class B Restricted Voting Shares on the Toronto Stock Exchange.

Rogers Cantel will receive approximately Cdn $964 million into its treasury on the issue of these shares. In addition, Wireless Co will acquire approximately 12.3 million Class A Multiple Voting Shares of Rogers Cantel from RCI, also at a price of Cdn $34.70 per share, for a total of Cdn $427 million. As a result of these transactions, on a fully diluted basis, Wireless Co will own 33.3 per cent of the equity and 30.6 per cent of the Class A voting shares of Rogers Cantel. Under the Telecommunications Act, non-Canadians can own no more than 33.3 per cent of the voting shares of a Canadian telecommunications holding company such as Rogers Cantel. After this transaction, RCI will continue to own 69.4 per cent of the Class A Voting shares and 50.9 per cent of the equity of Rogers Cantel, on a fully diluted basis.

AT&T and BT will share four of the 16 Rogers Cantel board seats and will be granted other governance rights customary in a transaction of this nature. In addition, RCI has granted Wireless Co a right of first negotiation will continue its long standing relationship w Interest in AT&T Canada from AT&T Corp.

BT will acquire 30 per cent of AT&T's 31 per cent ownership position in AT&T Canada for Cdn $600 million (US $402 million), which was calculated on the approximate 45 trading day, weighted av cent owned by BT.

Wireline Co will hold approximately 30.8 per cent of the equity and 23.3 per cent of the voting interest in AT&T Canada.

Under the agreementon in AT&T Canada to BT, AT&T Canada will be ben board to a BT designee.

AT&T Corp. was advis news release includes statements about expecstatements, the companies claim the protection oby a number of factors, many of which are beyons are contained in the companies' recent filingunications, with more than 80 million customers,g supplier of data and Internet services for buatt.com.

About BT:

British Telecommunications plc (NYSE: BTY) is one of the world's leading providervate sector companies in Europe. Its principal a service is available to more than 200 countries and other overseas territories -- covering 99 per cent of tldwide, with joint ventures in the Republic of w.bt.com.

About Rogers Communications

Rogers Communications Inc. (Toronto: RCI.A and RCI.B; NYSE: RG)tel Mobile Communications Inc., in cable televinesses through its wholly-owned subsidiary Rogers Media Inc. Rogers Communications Inc.'s significant portfo Rogers Cantel is Canada's largest mobile comular, paging and interactive messaging, digitaldians. Pro-forma for this transaction, Rogers Caada:

AT&T Canada is Canada's largest facilities-based competitive voice, data and Internet telecommunicda and ACC TelEnterprises, AT&T Canada brings tng the most advanced fibre-optic networking and etitive pricing, and sales and service locationm under the symbol ATTC. Visit AT&T Canada's web site, www.attcanada.com, for more information about the company.

(R) Rogers Cantel Inc. (TM) AT&T Corp. Used under license.