Offer to purchase CLEARNET.pdf - About TELUS

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waived) have been satisfied or waived. We will pay for Clearnet Shares taken up under the Offers in accordance with the terms of the Offers promptly and in any event, on or before the date on which we are required by Law to make such payment. See ‘‘Payment for Deposited Clearnet Shares’’ in Section 6 of the Offers to Purchase. Conditions of the Offers We will have the right to withdraw the Offers and will not be required to take up and pay for any Clearnet Shares deposited under the Offers unless all of the conditions of the Offers contained in Section 4 of the Offers to Purchase are satisfied. These conditions include there being validly deposited under the Offers and not withdrawn prior to the expiration of the Offers that number of Clearnet Shares which represents at least 662 ⁄3% of each class of the Clearnet Shares outstanding on a fully-diluted basis, that all required regulatory approvals be received on terms which will not have a material adverse effect on TELUS or Clearnet or all waiting periods with respect thereto shall have expired; that TELUS shall have determined, acting reasonably, that no action or proceeding or law or regulation shall have been taken or proposed that prevents or would prevent us from completing the Offers or any Compulsory Acquisition or Subsequent Acquisition Transaction or would have a material adverse effect on Clearnet; that TELUS shall have determined, acting reasonably, that neither Clearnet nor any of its subsidiaries, associates or other entities in which it has a material interest have taken any action or disclosed any previously undisclosed actions which would have a material adverse effect on Clearnet; that all third party consents necessary on a change of control the failure of which to obtain would have a material adverse effect on Clearnet shall have been obtained on terms satisfactory to TELUS; that the representations and warranties of the Clearnet Shareholders in the Shareholders Agreements shall be true and the covenants and all obligations thereunder shall have been complied with unless any non-performance would not give rise to a material adverse change or a material adverse effect on the Offers; that the board of directors of Clearnet shall not have changed or withdrawn their recommendation to the Shareholders; the representations and warranties of Clearnet in the Support Agreement shall be correct and Clearnet shall have complied with its covenants under the Support Agreement, unless the failure or breach of which would not have a material effect on Clearnet or materially impair our ability to acquire the Clearnet Shares; there not having been any change in the business, operations, assets, financial condition, rights or permits of Clearnet and its Subsidiaries which in the opinion of TELUS or the Banks would have a material adverse effect on Clearnet; and neither TELUS nor the Banks becoming aware of any untrue statement of a material fact or omission to state a material fact that would make any document filed by Clearnet with any regulatory body misleading. See ‘‘Conditions of the Offers’’ in Section 4 of the Offers to Purchase. Acquisition of Shares not Deposited to the Offers If an Offer is accepted by the holders of not less than 90% of a particular class of Clearnet Shares (other than those owned by us on the date of the Offers), we currently intend, to the extent possible, to acquire the remaining Clearnet Shares of that class pursuant to the compulsory acquisition provisions of the CBCA. If we take up and pay for Clearnet Shares validly tendered under an Offer and acquire less than such percentage of a particular class thereof or the compulsory acquisition provisions of the CBCA are otherwise unavailable, we currently intend to consider other means of acquiring, directly or indirectly, all of the Clearnet Shares of the particular class available in accordance with applicable law, including a Subsequent Acquisition Transaction. See ‘‘Acquisition of Clearnet Shares Not Deposited Under the Offers’’ in the Circular. 4
Selected Historical and Pro Forma Condensed Consolidated Financial Information The following table sets out certain historical consolidated financial information for TELUS as at December 31, 1999 and for the year then ended. The historical consolidated financial information is extracted from the audited consolidated financial statements of TELUS attached hereto as Schedule I to the Offers to Purchase and Circular. The following table also includes the pro forma consolidated financial information for TELUS and Clearnet for the six months ended June 30, 2000 which were obtained from the companies’ interim financial statements for the six months then ended. The selected pro forma consolidated financial information set forth below is extracted from and should be read in conjunction with the unaudited pro forma consolidated financial statements of TELUS and Clearnet and accompanying notes attached as Schedule II to the Offers to Purchase and Circular. The pro forma consolidated financial information has been prepared assuming TELUS had acquired Clearnet on January 1, 1999. The pro forma consolidated financial information is not necessarily indicative of the results that would actually have occurred, or the results expected in future periods, had the events reflected herein occurred on the dates indicated. No attempt has been made to calculate or estimate the effect of any potential synergies or harmonization of accounting policies between the two companies. The financial statements have been prepared in accordance with Canadian generally accepted accounting principles (‘‘GAAP’’). For certain differences between Canadian GAAP and U.S. GAAP, see Schedules I-III hereto. For the year ended and as at December 31, 1999 (Millions, except per share amounts) 5 Pro Forma TELUS Operating revenues ................................................. $ 6,225.8 $5,872.3 EBITDA ......................................................... 2,130.1 2,327.4 Common share income (loss) .......................................... (325.3) 346.2 Earnings (loss) per Share Before restructuring costs and goodwill amortization charges ................. 0.65 2.61 Net........................................................... (1.12) 1.46 Total assets ....................................................... 15,074.0 7,811.1 For the six months ended June 30, 2000 (Millions, except per share amounts) Pro Forma TELUS Operating revenues ................................................. $ 3,251.2 $3,006.7 EBITDA ......................................................... 1,146.8 1,229.7 Net income before restructuring costs and goodwill amortization charges .......... 94.9 330.4 Common share income (loss) .......................................... Earnings (loss) per Share (30.7) 325.6 Before goodwill charges ............................................ 0.32 1.39 Net........................................................... (0.11) 1.37 Total assets ....................................................... Certain coverage ratios and book value information are set out in Annex A hereto. 16,321.6 8,694.5 Canadian Federal Income Tax Considerations Canadian residents who tender their Clearnet Non-Voting Shares pursuant to the Offers will generally realize a capital gain or loss. Eligible Shareholders may elect to tender the portion of their Clearnet Non-Voting Shares considered to be exchanged for TELUS Non-Voting Shares directly to TELUS, rather than to Acquisition Co. A tax-deferred rollover will generally be available to Eligible Shareholders who dispose of Clearnet Non-Voting Shares to TELUS. Non-residents of Canada will generally not be subject to tax in Canada in respect of the sale of their Clearnet Non-Voting Shares pursuant to the Offers. See ‘‘Canadian Federal Income Tax Considerations’’ in the Circular.
Page 1 and 2: No securities commission or similar
Page 3 and 4: QUESTIONS AND ANSWERS ABOUT THE OFF
Page 5 and 6: outstanding voting shares of Clearn
Page 7 and 8: WHERE YOU CAN OBTAIN MORE INFORMATI
Page 9 and 10: SUMMARY The following is a summary
Page 11: Commitment to Accept the Offers by
Page 15 and 16: DEFINITIONS In the accompanying Sum
Page 17 and 18: ‘‘Governmental Entity’’ mea
Page 19 and 20: ‘‘Shareholders Agreements’’
Page 21 and 22: Shares and the amount of cash recei
Page 23 and 24: shares into the Depositary’s acco
Page 25 and 26: the person or persons specified by
Page 27 and 28: (l) neither TELUS nor the Banks bec
Page 29 and 30: condition of the Offers specified u
Page 31 and 32: (f) the Holdco Shareholder properly
Page 33 and 34: Notice of any determination regardi
Page 35 and 36: The Offers are not being made to, n
Page 37 and 38: On July 14, 2000, Darren Entwistle,
Page 39 and 40: espect of such Acquisition Proposal
Page 41 and 42: etter positioned to take advantage
Page 43 and 44: The funds obtained pursuant to the
Page 45 and 46: part of its national strategy, TELU
Page 47 and 48: to require holders of TELUS Non-Vot
Page 49 and 50: ‘‘Dividends’’ in TELUS’ A
Page 51 and 52: systems. Change in the regulation o
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Page 59 and 60: ACQUISITION OF CLEARNET SHARES NOT
Page 61 and 62: least equal in value to the conside
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Beneficial owners of Clearnet Conve
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separately dispose of the balance o
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also be taxable Canadian property w
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No brokerage fees or commissions wi
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CONSENT OF AUDITORS To: British Col
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CERTIFICATE OF 612459 B.C. LTD. The
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MANAGEMENT’S REPORT Management is
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TELUS CORPORATION (FORMERLY BCT.TEL
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4. FINANCING COSTS TELUS CORPORATIO
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SCHEDULE II TELUS CORPORATION UNAUD
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COMPILATION REPORT To the Directors
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TELUS CORPORATION PRO FORMA CONSOLI
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TELUS CORPORATION NOTES TO THE PRO
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TELUS CORPORATION PRO FORMA CONSOLI
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SCHEDULE III TELUS CORPORATION U.S.
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The following table restates the ma
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ANNEX A ADDITIONAL INFORMATION ADDI
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Fares F. Salloum President — Inte
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Officers Name and Position held wit
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