Offer to purchase CLEARNET.pdf - About TELUS

More documents

Recommendations

Info

John Maduri Executive Vice President and President, TELUS Mobility Floor 3-E 3030 - 2nd Avenue SE Calgary AB T2A 5N7 Cynthia Lewis Executive Vice President and President, TELUS Integrated Communications 10th Floor, 222 Bay Street Toronto, ON M5K 1A1 Hugues St. Pierre President and Chief Executive Officer, The QuébecTel Group Inc. 6, rue Jules-A. Brillant, Rimouski, Québec G5L 7E4 Robert J. Dardi Vice President and Corporate Secretary All of the officers above have been engaged for the past five years in the specified present principal occupations or in other executive capacities with BC TELECOM or TELUS, their subsidiaries, affiliates or predecessors thereof, except as described above and as follows: Hugues St. Pierre has been the President and Chief Executive Officer of The QuébecTel Group for the past five years; John Maduri was an Executive Vice President of Maxxcom Inc. and MDC Corporation from 1999 to early 2000 and from 1996 to 1999 was Executive Vice President, Finance and Planning and Chief Financial Officer of Rogers Cantel Mobile Communications Inc. (‘‘Rogers’’) and was Vice President, Finance and Chief Financial Officer of Rogers from 1994 to 1996; Cynthia Lewis was the Vice President and General Manager of Xerox Canada Limited from January 1995 to December 1998 and was Vice President and General Manager of Xerox Corporation from January 1999 to August 1999. DIRECTORS AND OFFICERS OF 612459 B.C. LTD. (‘‘Acquisition Co.’’) Directors and Officers The name, business address, present principal occupation or employment, five-year employment history and offices held with Acquisition Co. of the directors and officers of Acquisition Co. are as set out above. Each director and officer listed below is a citizen of Canada. The business address of each person is c/o TELUS Corporation, 21st Floor, 3777 Kingsway, Burnaby, British Columbia V5H 3Z7, Canada. Directors (including executive officers who are directors) Name and Principal Occupation Darren Entwistle President and Chief Executive Officer, TELUS Barry A. Baptie Executive Vice President, Finance and Chief Financial Officer, TELUS James W. Peters Executive Vice President, Corporate Development and Corporate Affairs and General Counsel, TELUS Robert J. Dardi Vice President and Corporate Secretary, TELUS A-4
Officers Name and Position held with Acquisition Co. Darren Entwistle President and Chief Executive Officer Barry A. Baptie Executive Vice President, Finance and Chief Financial Officer Robert J. Dardi Vice President and Corporate Secretary A-5
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 and 12:
Commitment to Accept the Offers by
Page 13 and 14:
Selected Historical and Pro Forma C
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
Page 53 and 54:
(b) the management proxy circular o
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 79 and 80:
Page 81 and 82:
Page 83 and 84: TELUS CORPORATION (FORMERLY BCT.TEL
Page 87 and 88: 4. FINANCING COSTS TELUS CORPORATIO
Page 105 and 106: SCHEDULE II TELUS CORPORATION UNAUD
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: Fares F. Salloum President — Inte
show all

Offer to purchase CLEARNET.pdf - About TELUS

Create successful ePaper yourself

Delete template?

Save as template?