Offer to purchase CLEARNET.pdf - About TELUS
Offer to purchase CLEARNET.pdf - About TELUS
Offer to purchase CLEARNET.pdf - About TELUS
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transcontinental high-density fibre optic transmission system used by the incumbent local exchange carriers.<br />
<strong>TELUS</strong>’ approximately 70% owned subsidiary, QuébecTel Group, owns and operates the second largest<br />
telecommunications system in Québec providing telecommunications services primarily in central and eastern<br />
Québec. It has offices in Rimouski and other major cities in Québec, including Montreal and Québec City. The<br />
<strong>TELUS</strong> network also interconnects with the network of GTE Corporation, a part of Verizon Communications<br />
and Verizon Wireless and Genuity (formerly a GTE Corporation subsidiary), and the networks of other carriers<br />
in the U.S. for the exchange of U.S. and international traffic.<br />
<strong>TELUS</strong> carries on its full range of business throughout British Columbia, Alberta and in the QuébecTel<br />
Terri<strong>to</strong>ry. As part of its national growth strategy, <strong>TELUS</strong> is expanding in<strong>to</strong> new geographic areas and emerging<br />
communications businesses. <strong>TELUS</strong> is putting in place its own national fibre network, supplemented by fibre<br />
rings in certain metropolitan areas. As part of its national strategy, <strong>TELUS</strong> plans <strong>to</strong> compete outside its<br />
incumbent terri<strong>to</strong>ry as a CLEC. TIC has obtained final approval <strong>to</strong> operate as a CLEC in down<strong>to</strong>wn Toron<strong>to</strong>.<br />
<strong>TELUS</strong> is pursuing CLEC status in other areas of Canada outside of Alberta, British Columbia and the<br />
QuébecTel Terri<strong>to</strong>ry. TIC currently offers business wireline voice and data services, with points of presence in<br />
Regina, Saska<strong>to</strong>on, Winnipeg, Burling<strong>to</strong>n, Chatham, Hamil<strong>to</strong>n, Kitchener, London, Mississauga, Oshawa,<br />
Ottawa, Toron<strong>to</strong> and Windsor. Further expansion in Ontario and Nova Scotia is planned for later this year. TIC<br />
also offers inter-networking and managed application services in Ontario and Québec. TIC plans <strong>to</strong> offer<br />
regional Internet Pro<strong>to</strong>col services in Ontario by the end of 2000.<br />
<strong>TELUS</strong> Mobility is one of the major wireless and PCS providers in Canada offering both analogue and<br />
digital voice and data services and paging services. <strong>TELUS</strong> Mobility offers services in British Columbia, Alberta,<br />
Saskatchewan, Mani<strong>to</strong>ba and Ontario. Effective May 11, 1999, <strong>TELUS</strong> Mobility negotiated the right <strong>to</strong> offer<br />
services outside of British Columbia and Alberta on a national basis via resale, as a result of a new agreement<br />
among Mobility Canada members. This new agreement does not restrict Mobility Canada members from<br />
competing in each other’s terri<strong>to</strong>ries. <strong>TELUS</strong> Mobility cus<strong>to</strong>mers are able <strong>to</strong> roam throughout Canada through<br />
its agreement with Mobility Canada members, and throughout North America through its own and Mobility<br />
Canada’s arrangements with other cellular providers.<br />
The <strong>TELUS</strong> Common Shares and the <strong>TELUS</strong> Non-Voting Shares are listed for trading on the TSE under<br />
the symbol ‘‘T’’ and ‘‘T.A’’, respectively.<br />
Clearnet<br />
Clearnet is a holding company with two principal wholly-owned subsidiaries, Clearnet Inc. and Clearnet<br />
PCS Inc.<br />
Clearnet Inc. owns and operates an Enhanced Specialized Mobile Radio digital wireless business<br />
communications service under the Mike TM<br />
trademark, an analogue dispatch Specialized Mobile Radio service<br />
and a multi-location mobile communications sales and service dealership division.<br />
Clearnet PCS Inc. owns and operates a PCS digital wireless communications service under the Clearnet<br />
PCS TM<br />
trademark and numerous retail s<strong>to</strong>re outlets.<br />
The Clearnet Non-Voting Shares trade in Canadian currency on the TSE under the s<strong>to</strong>ck symbol ‘‘NET.A’’<br />
and in U.S. currency on NASDAQ under the s<strong>to</strong>ck symbol ‘‘CLNT’’.<br />
Support Agreement<br />
On August 20, 2000, Clearnet and <strong>TELUS</strong> entered in<strong>to</strong> the Support Agreement which provides, among other<br />
things, that <strong>TELUS</strong> will make the <strong>Offer</strong>s. In the Support Agreement, Clearnet confirmed that the board of<br />
direc<strong>to</strong>rs of Clearnet has unanimously determined that the <strong>Offer</strong>s are in the best interests of Clearnet, the<br />
consideration offered thereunder is fair <strong>to</strong> the holders of Clearnet Shares and has unanimously recommended<br />
that Shareholders accept the <strong>Offer</strong>s and tender their Clearnet Shares here<strong>to</strong>. See ‘‘Background <strong>to</strong> the <strong>Offer</strong>s —<br />
Support Agreement’’ in the Circular.<br />
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