Offer to purchase CLEARNET.pdf - About TELUS

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(e) TELUS shall have determined in its sole judgment, acting reasonably that: (i) no act, action, suit or proceeding shall have been threatened or taken before or by any domestic or foreign court, tribunal or governmental agency or other regulatory or administrative agency or commission or before or by any elected or appointed public official in Canada or elsewhere, whether or not having the force of law; and (ii) no law, regulation, policy, judgment, decision, order, ruling or directive (whether or not having the force of law) shall have been proposed, enacted, promulgated or applied that (A) prevents, or would reasonably after the passage of time prevent, TELUS and Acquisition Co. from proceeding with the Offers or with the right of the Offerors to own or exercise full rights of ownership of the Clearnet Shares acquired under the Offers, or any Compulsory Acquisition or Subsequent Acquisition Transaction, (B) would reasonably prevent completion of the acquisition by the Offerors of Clearnet Shares pursuant to a Compulsory Acquisition or any Subsequent Acquisition Transaction as construed under applicable Laws as of the date hereof on the basis of a majority of minority approval of the Clearnet Shareholders, or (C) if the Offers were consummated would have a material adverse effect on Clearnet; (f) TELUS shall have determined in its sole judgment, acting reasonably, that neither Clearnet nor any of its Subsidiaries, associates or entities in which it has a direct or indirect material interest has, since the time TELUS announced its intention to make the Offers, taken any action, or disclosed any previously undisclosed action taken by any of them, that, taken separately or together would have a material adverse effect on Clearnet; (g) all third party consents that are necessary as a result of the change of control of Clearnet pursuant to the Offers, the failure of which to obtain would have a material adverse effect on Clearnet, shall have been obtained on terms satisfactory to TELUS in its sole judgment, acting reasonably; (h) the representations and warranties of each of the Clearnet Shareholders in the respective Shareholders Agreements shall have been, as of the date made, as of the date of the Offers and as of the first Take-up Date, true and correct unless any inaccuracy in the representations and warranties would not give rise to a material adverse change or would not have a material adverse effect on the Offers and each of such parties shall in all material respects have performed each of its covenants and complied with all of its agreements to be performed and complied with by it under the respective Shareholders Agreements, unless such non-performance would not give rise to a material adverse change or would not have a material adverse effect on the Offers; (i) the board of directors of Clearnet shall not have withdrawn its recommendation that holders of Clearnet Shares accept the Offers or changed such recommendation in a manner that has substantially the same effect; (j) the representations and warranties made by Clearnet in the Support Agreement shall be true and correct as of each of the date of the Support Agreement, the mailing date of the Offers to Purchase and Circular, and the Take-up Date, as if made on and as of such dates except to the extent such representations and warranties speak as of an earlier date or except as affected by transactions contemplated or permitted by the Support Agreement or except for any failures or breaches of representations and warranties which individually or in the aggregate would not have, or would not reasonably be expected to have, a material adverse effect on Clearnet or materially impede the ability of the Offerors to acquire the Clearnet Shares under the Offers, or any Compulsory Acquisition or Subsequent Acquisition Transaction, and Clearnet shall have complied with its covenants in this Agreement, except to the extent the failure, in the reasonable judgment of TELUS, to comply with such covenants has not had, or would not reasonably be expected to have a material adverse effect on Clearnet or materially impede the ability of the Offerors to acquire the Clearnet Shares under the Offers, or any Compulsory Acquisition or Subsequent Acquisition Transaction; (k) there not existing or having occurred (or if there does exist or shall have previously occurred there not having been disclosed, generally or to the Banks) any change (or any condition, event or development involving a prospective change) in the business, operations, assets, capitalization, financial condition, notes, indentures, agreements, prospects, licenses, permits, rights, privileges or liabilities, whether contractual or otherwise of Clearnet and its Subsidiaries which in the sole judgement of TELUS or the Banks would have a material adverse effect on Clearnet; and 18
(l) neither TELUS nor the Banks becoming aware, after the date of the Support Agreement, of any untrue statement of a material fact or an omission to state a material fact that is required to be stated where it is necessary to make a statement not misleading in the light of the circumstances in which it was made and the date it was made (after giving effect to all subsequent filings in relation to all matters covered in earlier filings) in any document filed by or on behalf of Clearnet with any regulatory authority in Canada or elsewhere, including, without limitation, any financial statements, material change reports, press releases or management proxy circulars or in any document so filed or released by Clearnet to the public in accordance with securities regulatory requirements. These conditions are for the exclusive benefit of the Offerors and may be asserted by the Offerors regardless of the circumstances (including any action or inaction by the Offerors or any of their affiliates) giving rise to any such assertion. The Offerors may, in their sole discretion, waive any of these conditions in whole or in part, at any time and from time to time, both before and after the Expiry Time, without prejudice to any other rights that the Offerors may have provided however that the Minimum Deposit Condition may not be waived so that the Minimum Deposit Condition becomes less than 51% of each class of Clearnet Shares, provided that if the Offerors do waive the Minimum Deposit Condition to a percentage less than 662 ⁄3% but more than 51% the Offerors shall take up and pay for all Clearnet Shares deposited pursuant to the Offers as soon as permitted by applicable Laws. An Offer may be extended, varied or changed, and the condition or conditions of any Offer may be waived without similarly extending, varying or changing the other Offers or waiving a condition or the conditions of the other Offers. The failure by the Offerors at any time to exercise any of these rights shall not be deemed a waiver of any such right and each such right shall be deemed to be an ongoing right that may be asserted at any time and from time to time. Any determination by the Offerors concerning the events described in this Section 4 shall be final and binding upon all parties. See also ‘‘Background to the Offers — Support Agreement’’ and ‘‘— Shareholders Agreements and Related Agreements’’ in the Circular. Any waiver of a condition or the withdrawal of an Offer shall be effective upon written notice (or other communication confirmed in writing) being given by the Offerors to that effect to the Depositary at its principal office in Calgary, Alberta. The Offerors, forthwith after giving any such notice, will make a public announcement of such waiver or withdrawal, cause the Depositary, if required by Law, as soon as is practicable thereafter to notify the Shareholders in the manner set forth under ‘‘Notice and Delivery’’ in Section 11 of the Offers to Purchase, and provide a copy of the notice to the TSE and NASDAQ. If an Offer is withdrawn, the Offerors shall not be obligated to take up, accept for payment or pay for any Clearnet Shares deposited under the Offers and the Depositary will promptly return all certificates for deposited Clearnet and Letters of Transmittal, Notices of Guaranteed Delivery and related documents to the parties by whom they were deposited. 5. Extension, Variation or Change in the Offers Each Offer is open for acceptance until, but not after, the Expiry Time unless withdrawn or extended. The Offerors may, in their sole discretion, at any time and from time to time during the Offer Period (or otherwise as permitted by applicable Law), extend the Expiry Time or vary the terms of an Offer, in each case, by giving written notice (or other communication confirmed in writing) of such extension or variation to the Depositary at its principal office in Calgary, Alberta. Upon the giving of that notice or other communication the Expiry Time shall be, and be deemed to be, extended and such Offer varied as so provided. The Offerors will, as soon as practicable thereafter, cause the Depositary to provide a copy of the notice in the manner set forth under ‘‘Notice and Delivery’’ in Section 11 of the Offers to Purchase, to all holders of Clearnet Shares whose Clearnet Shares have not been taken up prior to the extension or variation. The Offerors shall, as soon as practicable after giving notice of an extension or variation to the Depositary, make a public announcement of the extension or variation in the manner required by applicable Law and provide a copy of the notice thereof to the TSE, NASDAQ and any relevant securities regulatory authority. In the case of an extension, any such announcement will be issued no later than 9:00 a.m. (New York time) on the next Business Day after the previously scheduled expiration date. Any notice of extension or variation will be deemed to have been given and to be effective on the day on which it is delivered or otherwise communicated to the Depositary at its principal office in Calgary, Alberta. 19
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: the person or persons specified by
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
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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
Page 135 and 136:
Officers Name and Position held wit
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