**EXHIBIT 99.2**
**Attention Business Editors:**
**Rogers Communications Announces Agreement to Acquire Call-Net Enterprises in all Stock Transaction**
     AcquisitionJumpstarts Rogers’ Local Telephony Entry and Adds Scale to Rogers Business Solutions;
     Brings Significant Fibre Assets within Rogers Cable Territory and aPan-Canadian Long-Haul Fibre Network with U.S. Transit for Data and VoiceTraffic;
     Call-NetBoard Recommends Shareholders Accept Rogers’ Offer of One RCI Share for Each 4.25 Call-Net Shares
     TORONTO,May 11 /CNW/ – Rogers Communications Inc. (“RCI” or “Rogers”)and Call-Net Enterprises Inc. (“Call-Net”) today jointly announced that theyhave entered into a definitive agreement under which RCI will acquire 100% ofCall-Net in a share for share transaction under a plan of arrangement.
     Under the terms of the agreement, Call-Net Common and Class Bshareholders will receive a fixed exchange ratio of one RCI Class B Non-votingshare for each 4.25 outstanding shares of Call-Net, representing a fullydiluted equity value of approximately $330 million. In total, it is expectedthat upon closing of the transaction approximately 9.0 million RCI Class BNon-voting shares will be issued representing approximately 3.2% of the proforma shares outstanding. Based upon the May 10, 2005 closing price of the RCIClass B Non-voting shares, the transaction values Call-Net at approximately$8.71 per share. At March 31, 2005, Call-Net had senior secured notes due 2008of $269.8 million outstanding and cash and short-term investments of$79.6 million.
     “This acquisition will significantly jumpstart and expand our ability toprovide customers with a full suite of service solutions that deliver thesimplicity, quality and value they want in one package, on one bill, from oneprovider,” said Ted Rogers, President and CEO of Rogers Communications Inc.
“This positions us immediately to offer primary line telephone service across
 

 

our residential and business bases of wireless and cable customers. It alsoprovides a substantial additional base of customers to cross-sell ourportfolio of communications and entertainment products and a skilled andknowledgeable employee group with strengths in telephony sales and marketing.As Rogers’ cable telephony service is deployed on a market by market basis, wewill be able to migrate Call-Net customers in our Rogers Cable territory toour advanced digital cable telephony platform when advantageous.”
     “This is a terrific day for Call-Net customers, shareholders, employees,and for Canadian telecom in general,” said Bill Linton, President and CEO ofCall-Net. “We share a common heritage with Rogers as a catalyst in bringingcompetition to the Canadian communications markets. By joining our businesswith one of the foremost Canadian names in communications, entertainment andinformation services, Call-Net customers will have a greatly enhancedselection of advanced services to choose from in their homes and businessesand the ability to enjoy the convenience of complete multi-product bundlesfrom a single provider. The combination of Rogers’ innovative offerings andhigh quality wireless and cable networks will bring tremendous additionalchoice and value to our customers.”
     “This transaction offers an opportunity to acquire a significant customerbase and telecom assets that together provide network and operating costsynergies and sales opportunities, which makes the transaction attractiveeconomically as well as strategically,” added Ted Rogers. “This willcomplement our deployment of an advanced broadband IP multimedia network tosupport digital voice-over-cable telephony and other new voice and dataservices across the Rogers Cable service areas and expand the base ofcustomers that will benefit from them.”
     Call-Net, through its Sprint Canada subsidiary and with approximately1,800 employees, provides home phone and local business service, IP data, longdistance and wireless services to approximately 600,000 consumers and businesscustomers across Canada, the majority of which are concentrated in areasserved by Rogers Cable. Call-Net owns a 14,000 route kilometre North Americantranscontinental fibre optic broadband network that spans across Canada andconnects all major cities and into main U.S. voice and data network access andpeering points. Call-Net also has more than 150 central office co-locationpoints in all of Canada’s largest markets as well as options to acquiresignificant CLEC assets, including extensive local fibre in eastern Canada,
 

 

most of which are within Rogers Cable’s serving areas. Call-Net’s wirelessservices are offered to its customers, alone and in bundles with other voiceservices, through a wholesale agreement with Rogers’ Fido division.
     Rogers anticipates that it will realize cost savings from thetransaction, including reduced payments to incumbent and other telecomproviders. The reduction in costs currently incurred by Sprint Canada, RogersWireless and Rogers Cable include the areas of local and long haulinterconnection, the rental of local loops and transport, Internet and otherdata transport costs, and the costs associated with the transport of local andlong haul wireless traffic.
     The boards of directors of Rogers and Call-Net have approved thetransaction, with the members of the Call-Net Board having agreed that thetransaction is fair to their shareholders and that they will recommend thatthe Call-Net shareholders approve the transaction at a Call-Net shareholdermeeting expected to be held before June 30, 2005.
     BMO Nesbitt Burns is acting as financial advisor to Call-Net on thistransaction and has provided Call-Net’s Board of Directors with a fairnessopinion that the consideration to be received under the Plan of Arrangement isfair, from a financial point of view, to the shareholders of Call-Net. ScotiaCapital is acting as financial advisor to Rogers on this transaction.
     Subject to certain customary conditions, including among others,regulatory approvals and acceptance by Call-Net shareholders representing atleast two-thirds of the votes cast in respect of the Plan of Arrangement, thistransaction is expected to close during the third quarter of 2005. Thetransaction is expected to be accounted for as a purchase and it isanticipated that the share-for-share exchange will be structured as tax-freeto eligible Canadian shareholders. Call-Net has agreed not to solicit or takecertain other actions with respect to any competing proposal, and in additionhas agreed to pay Rogers a termination fee of $10 million under specifiedconditions.
     A proxy circular relating to the transaction is expected to be sent toCall-Net’s shareholders prior to the end of May 2005. Investors are urged toread the proxy circular regarding the transaction when it becomes available,as it will contain important information.
     The proxy circular and the arrangement agreement will be filed in Canadaon SEDAR and in the U.S. with the U.S. Securities and Exchange Commission onthe Commission’s website. Investors and security holders may obtain freecopies of the these documents (when they are available) on the SEDAR website
 

 

at www.sedar.com and on the SEC’s website at www.sec.gov. The documents mayalso be obtained directly from Rogers by directing a request toinvestor.relations@rci.rogers.com or from Call-Net by directing a requestto investor.relations@sprint-canada.com, as applicable.
     Holders of Call-Net Common shares and Class B Non-Voting shares arereminded that (i) each Common share may, at the option of the holder, beexchanged at any time for one Class B Non-Voting share and (ii) each Class BNon-Voting share may, at the option of the holder by providing a declarationof Canadian residency to Call-Net’s transfer agent, be exchanged at any timefor one voting Common share.
     Cautionary Statement Regarding Forward Looking Information:
     This news release includes certain forward looking statements thatinvolve risks and uncertainties. We caution that actual future events will beaffected by a number of factors, many of which are beyond our control, andtherefore may vary substantially from what we currently foresee. Theseforward-looking statements include, among others, statements with respect toour objectives, and strategies to achieve those objectives, as well asstatements with respect to our beliefs, plans, expectations, anticipations,estimates or intentions and are based on current expectations. We caution thatall forward-looking information is inherently uncertain and actual results maydiffer materially from the assumptions, estimates or expectations reflected orcontained in the forward-looking information, and that actual futureperformance will be affected by a number of factors, many of which are beyondour control, including but not limited to the ability of the companies toclose the transaction and integrate the acquired operations, economicconditions, technological change, regulatory change and competitive factors.We are under no obligation to (and expressly disclaim any such obligation to)update or alter any forward looking statements whether as a result of newinformation, future events or otherwise. Important additional informationidentifying risks and uncertainties is contained in our most recent annual andinterim reports and forms filed with the applicable Canadian securitiesregulatory authorities and the U.S. Securities and Exchange Commission.
     About the Companies:
     Call-Net Enterprises Inc. (TSX: FON, FON.NV.B), primarily through itswholly owned subsidiary Sprint Canada Inc., is a leading Canadian integrated
 

 

communications solutions provider of home phone, wireless, long distance andIP services to households, and local, long distance, toll free, enhancedvoice, data and IP services to businesses across Canada. Call-Net,headquartered in Toronto, owns and operates an extensive national fibrenetwork, has over 151 co-locations in five major urban areas including 33municipalities and maintains network facilities in the U.S. and the U.K. Formore information, visit www.callnet.ca and www.sprint.ca.
     Rogers Communications Inc. (TSX: RCI; NYSE: RG) is a diversified Canadiancommunications and media company engaged in three primary lines of business.Rogers Wireless Inc. is Canada’s largest wireless voice and datacommunications services provider and the country’s only carrier operating onthe world standard GSM/GPRS technology platform; Rogers Cable Inc. is Canada’slargest cable television provider offering cable television, high-speedInternet access and video retailing; and Rogers Media Inc. is Canada’s premiercollection of category leading media assets with businesses in radio andtelevision broadcasting, televised shopping, publishing and sportsentertainment. For further information about the Rogers group of companies,please visit www.rogers.com.
     Conference Call for Investment Community and Media:
     A live Webcast of a joint Rogers Communications and Call-Net conferencecall with the investment community and media to discuss this announcement willbe broadcast via the Internet at www.rogers.com/webcast and/or www.callnet.cabeginning at 10:15 a.m. ET on May 11, 2005. A re-broadcast of this call willbe available on the Webcast Archive page of the Investor Relations section ofwww.rogers.com for a period of at least two weeks following the call.
     %SEDAR: 00003765EF
For further information: (Investment Community): Rogers Communications:Bruce M. Mann, (416) 935-3532, bruce.mann@rci.rogers.com; Eric A. Wright,(416) 935-3550, eric.wright@rci.rogers.com; Call-Net Enterprises:Roy Graydon, (416) 718-6160, roy.graydon@sprint-canada.com; (Media):Rogers Communications: Jan L. Innes, (416) 935-3525, jinnes@rci.rogers.com;Call-Net Enterprises: Karen O’Leary, (416) 718-6445,karen.oleary@sprint-canada.com;Archived images on this organization are searchable through CNW PhotoArchive website at http://photos.newswire.ca. Images are free to accredited members ofthe media.