Offer to purchase CLEARNET.pdf - About TELUS

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(continuation of cover page) Notice to Shareholders in the United States The Offers are made for the securities of a Canadian corporation and the TELUS Non-Voting Shares offered hereby are offered by a Canadian issuer. The Offers are subject to, and TELUS is permitted under, a multi-jurisdictional disclosure system adopted by the United States to propose the Offers to Purchase and Circular and to offer securities pursuant thereto in accordance with, disclosure requirements of Canada which are different from those of the United States. The enforcement by investors of civil liabilities under United States federal securities laws may be affected adversely by the fact that TELUS, Acquisition Co. and Clearnet are incorporated under the laws of Canada or a province thereof, that some or all of their respective officers and directors are residents of Canada, that some or all of the experts named in the registration statement may be residents of Canada, that certain of the Dealer Managers are residents of Canada, and that all or a substantial portion of the assets of TELUS, Acquisition Co. and Clearnet and of said persons may be located outside the United States. Holders of Clearnet Shares should be aware that a tender of Clearnet Shares under the Offers by, or the acquisition by TELUS or Acquisition Co. of Clearnet Shares from, a holder of Clearnet Shares may have tax consequences both in the United States and Canada. Such consequences for holders of Clearnet Shares who are resident in or citizens of the United States may not be fully described herein. Such holders of Clearnet Shares are urged to consult their tax advisors. Forward Looking Statements Certain statements contained in the accompanying Offers to Purchase to Clearnet Shareholders and Circular under ‘‘Plans for Clearnet’’, ‘‘Additional Information Concerning TELUS — Risk Factors — Expenditures, Capital and Demand for Services’’, ‘‘— Economic Fluctuations’’, ‘‘— No Voting Rights for TELUS Non-Voting Shares’’, ‘‘— Increasing Competition’’, ‘‘— Technology’’, ‘‘— PCS Operations’’, ‘‘— Regulatory Uncertainty’’, ‘‘— Radio Frequency Emission Concerns’’, ‘‘— Risks of Integration’’ and ‘‘TELUS Corporation Unaudited Pro Forma Consolidated Financial Statements’’ in the Circular, in addition to certain statements contained elsewhere in this document, are ‘‘forwardlooking statements’’ and are prospective. Such forward-looking statements are subject to risks, uncertainties and other factors, certain of which are beyond TELUS’ or Acquisition Co.’s control, including: the impact of general economic conditions in Canada and the service territories of TELUS and Clearnet in Canada; competition on wireless services (cellular), local and long distance services, data and internet services and within the Canadian telecommunications industry generally; adverse regulatory action; technological change; taxation; availability of sufficient funding; generation of operating cashflow sufficient to provide financial viability; ability to integrate the acquisition of Clearnet, stock market volatility and market valuations of companies with respect to the Offers and the final valuations thereof; and obtaining required approvals of regulatory authorities. TELUS’ actual results, performance or achievement could differ materially from those expressed in, or implied by, these forward-looking statements and, accordingly, no assurance can be given that any of the events anticipated by the forward-looking statements will transpire or occur, or if any of them do so, what benefits, including the amount of proceeds, TELUS will derive therefrom. Exchange Rate Information TELUS publishes its consolidated financial statements in Canadian dollars. In this Circular, except where otherwise indicated, all references to ‘‘dollars’’ or ‘‘$’’ are to Canadian dollars. The Bank of Canada noon spot exchange rate (the ‘‘Noon Spot Rate’’) on September 18, 2000 was US $ 1.4891 = Cdn $1.00. The following table sets forth, for the fiscal years and dates indicated, certain exchange rate information based on the Noon Spot Rate: December 31, 1998 ................................................. 1.5305 December 31, 1999 ................................................. 1.4433 March 31, 2000 .................................................... 1.4535 June 30, 2000 ..................................................... 1.4793 August 21, 2000 .................................................... 1.4769 In this document, ‘‘fiscal year’’ means a fiscal year of TELUS ended December 31 and a reference to a specific fiscal year is a reference to the fiscal year ended on December 31 of the year named. Enforceability Of Certain Civil Liabilities In The United States TELUS is a company organized under the laws of British Columbia, Canada. Many of its directors, controlling persons, officers and experts named herein are residents of Canada or other jurisdictions outside the United States and a substantial portion of TELUS’ assets are located outside the United States. As a result, it may be difficult for shareholders to effect service within the United States upon those directors, controlling persons, officers and experts who are not residents of the United States, or to realize in the United States upon judgments of courts of the United States predicated upon the civil liability provisions of the United States federal securities laws. TELUS has been advised by Farris, Vaughan, Wills & Murphy, its Canadian counsel, that, in such counsel’s opinion, there is doubt as to the enforceability in Canada against TELUS or its directors, controlling persons, officers and experts, who are not residents of the United States, in original actions for enforcement of judgments of United States courts, of liabilities predicated solely upon United States federal securities laws. This document does not constitute an offer or a solicitation to any person in any jurisdiction in which such offer or solicitation is unlawful. None of the Offers are being made to, nor will deposits be accepted from or on behalf of, Shareholders in any jurisdiction in which the making or acceptance thereof would not be in compliance with the laws of such jurisdiction. However, the Offerors or their agents may, in their sole discretion, take such action as they deem necessary to extend the Offers to Shareholders in any such jurisdiction.
QUESTIONS AND ANSWERS ABOUT THE OFFERS AND THE PROPOSED ACQUISITION ...................... i TABLE OF CONTENTS OWNERSHIP OF AND TRADING IN SECURITIES OF CLEARNET .......... 46 COMMITMENTS TO ACQUIRE WHERE YOU CAN OBTAIN MORE SECURITIES OF CLEARNET .......... 47 INFORMATION ..................... iv SUMMARY .......................... DEFINITIONS ........................ 1 7 ARRANGEMENTS, AGREEMENTS OR UNDERSTANDINGS ................. 47 OFFERS TO PURCHASE ................ 1. The Offers ....................... 12 12 EFFECT OF THE OFFER ON MARKET AND LISTINGS ..................... 48 2. Time for Acceptance ................ 14 REGULATORY APPROVALS ............ 48 3. Manner of Acceptance ............... 14 ACQUISITION OF CLEARNET SHARES 4. Conditions of the Offers .............. 17 NOT DEPOSITED UNDER THE OFFERS . 51 5. Extension, Variation or Change in CANADIAN FEDERAL INCOME TAX the Offers ........................ 19 CONSIDERATIONS .................. 55 6. Payment for Deposited Clearnet Shares .... 20 UNITED STATES FEDERAL INCOME TAX 7. Acceptance Alternative for Holding CONSIDERATIONS .................. 59 8. Companies ....................... Withdrawal of Clearnet Shares ......... 22 23 OTHER MATTERS RELATING TO THE OFFERS ...................... 60 9. 10. Mail Service Interruption ............. Reorganization, Dividends and 24 OFFEREES’ STATUTORY RIGHTS ........ 61 Distributions ...................... 25 DOCUMENTS FILED AS PART OF THE 11. Notice and Delivery ................. 25 REGISTRATION STATEMENT .......... 61 12. Acquisition of Clearnet Shares CONSENT OF COUNSEL ............... 62 13. Not Deposited ..................... Other Terms of the Offers ............ 26 26 CONSENT OF AUDITORS .............. 63 CIRCULAR .......................... BACKGROUND TO THE OFFERS ........ 28 28 CERTIFICATE OF TELUS CORPORATION ..................... 64 PLANS FOR CLEARNET ............... 33 CERTIFICATE OF 612459 B.C. LTD. ....... 65 SOURCE OF FUNDS ................... 34 SCHEDULE I — TELUS CORPORATION SELECTED PRO FORMA FINANCIAL INFORMATION ..................... CLEARNET .......................... 35 36 AUDITED COMPARATIVE CONSOLIDATED FINANCIAL STATEMENTS ...................... I-1 MATERIAL CHANGES AND OTHER INFORMATION CONCERNING CLEARNET ........................ TELUS AND ACQUISITION CO. .......... 36 36 SCHEDULE II — TELUS CORPORATION UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS ...................... II-1 ADDITIONAL INFORMATION CONCERNING TELUS ................ PRICE RANGE AND TRADING SUMMARY 38 SCHEDULE III — TELUS CORPORATION — U.S. GAAP RECONCILIATION OF TELUS INTERIM FINANCIAL STATEMENTS .....III-1 OF CLEARNET NON-VOTING SHARES . . 46 ANNEX A — ADDITIONAL INFORMATION . A-1 : When used in the Offers to Purchase and Circular denotes registered trademarks of Clearnet.
Page 1: No securities commission or similar
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
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(b) the management proxy circular o
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COMMITMENTS TO ACQUIRE SECURITIES O
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the proposed transaction is likely
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ACQUISITION OF CLEARNET SHARES NOT
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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
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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
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
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Officers Name and Position held wit
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