Offer to purchase CLEARNET.pdf - About TELUS

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TELUS CORPORATION (FORMERLY BCT.TELUS COMMUNICATIONS INC.) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) December 31, 1999 21. DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (Continued) SAB 101, ‘‘Revenue Recognition’’ is effective in the fourth quarter of fiscal years beginning after December 15, 1999. It provides guidance on the recognition, presentation and disclosure of revenue in financial statements and spells out basic criteria that must be met before registrants can record revenue. The impact of implementing this standard on the Company’s financial statements is not yet determinable. FIN 44, ‘‘Accounting for Certain Transactions involving Stock Compensation’’ is effective July 1, 2000. It addresses certain issues where FASB believed diversity in practice has developed with respect to APB 25. The impact of implementing this standard on the Company’s financial statements is not yet determinable. 22. SUBSEQUENT EVENTS (a) Accounting Entity — Corporate Reorganizations Effective January 1, 2000, TELUS Communications (B.C.) Inc., Canadian Telephone and Supplies Ltd., TELUS Systems Support Inc. and MPR Extensys Inc. amalgamated pursuant to section 184 of the Canada Business Corporations Act (‘‘CBCA’’) to form the new legal entity TELUS Communications (B.C.) Inc. Effective January 1, 2000, TELUS Mobility Cellular Inc., TELUS Mobile Inc., TELUS Integrated Communications Inc. and TELUS Properties Inc. also amalgamated pursuant to section 184 of the CBCA to form the new legal entity, TELUS Mobility Cellular Inc. BCT.TELUS Communications Inc. changed its name to TELUS Corporation, effective May 3, 2000. The former TELUS Corporation also changed its name to TELUS Holdings Inc., effective May 3, 2000. (b) Offer to purchase Clearnet Communications Inc. On August 21, 2000, the Company announced its intention to acquire all of the issued and outstanding shares of Clearnet Communications Inc. The purchase involves a combination of 50% cash at $70.00 per Clearnet A, C or D share and $0.70 cash per Clearnet B share and 50% stock at 1.636 TELUS non-voting shares per Clearnet A, C or D share and 0.01636 per Clearnet B share. Using the quoted market value of TELUS’ shares immediately prior to the announcement on August 21, 2000, the total purchase price excluding the assumption of Clearnet debt is anticipated to be approximately $4.6 billion. The offer to purchase is expected to close by October 31, 2000. I-31
SCHEDULE II TELUS CORPORATION UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS II-1
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No securities commission or similar
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QUESTIONS AND ANSWERS ABOUT THE OFF
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outstanding voting shares of Clearn
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WHERE YOU CAN OBTAIN MORE INFORMATI
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SUMMARY The following is a summary
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Commitment to Accept the Offers by
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Selected Historical and Pro Forma C
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DEFINITIONS In the accompanying Sum
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‘‘Governmental Entity’’ mea
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‘‘Shareholders Agreements’’
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Shares and the amount of cash recei
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shares into the Depositary’s acco
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the person or persons specified by
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(l) neither TELUS nor the Banks bec
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condition of the Offers specified u
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(f) the Holdco Shareholder properly
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Notice of any determination regardi
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The Offers are not being made to, n
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On July 14, 2000, Darren Entwistle,
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espect of such Acquisition Proposal
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etter positioned to take advantage
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The funds obtained pursuant to the
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part of its national strategy, TELU
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to require holders of TELUS Non-Vot
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‘‘Dividends’’ in TELUS’ A
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systems. Change in the regulation o
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Page 55 and 56: COMMITMENTS TO ACQUIRE SECURITIES O
Page 57 and 58: the proposed transaction is likely
Page 59 and 60: ACQUISITION OF CLEARNET SHARES NOT
Page 61 and 62: least equal in value to the conside
Page 63 and 64: Beneficial owners of Clearnet Conve
Page 65 and 66: separately dispose of the balance o
Page 67 and 68: also be taxable Canadian property w
Page 69 and 70: No brokerage fees or commissions wi
Page 71 and 72: CONSENT OF AUDITORS To: British Col
Page 73 and 74: CERTIFICATE OF 612459 B.C. LTD. The
Page 75 and 76: MANAGEMENT’S REPORT Management is
Page 77 and 78: TELUS CORPORATION (FORMERLY BCT.TEL
Page 87 and 88: 4. FINANCING COSTS TELUS CORPORATIO
Page 103: TELUS CORPORATION (FORMERLY BCT.TEL
Page 107 and 108: COMPILATION REPORT To the Directors
Page 109 and 110: TELUS CORPORATION PRO FORMA CONSOLI
Page 111 and 112: TELUS CORPORATION NOTES TO THE PRO
Page 119 and 120: TELUS CORPORATION PRO FORMA CONSOLI
Page 127 and 128: SCHEDULE III TELUS CORPORATION U.S.
Page 129 and 130: The following table restates the ma
Page 131 and 132: ANNEX A ADDITIONAL INFORMATION ADDI
Page 133 and 134: Fares F. Salloum President — Inte
Page 135 and 136: Officers Name and Position held wit
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