Offer to purchase CLEARNET.pdf - About TELUS
Offer to purchase CLEARNET.pdf - About TELUS
Offer to purchase CLEARNET.pdf - About TELUS
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CIRCULAR<br />
This Circular is furnished in connection with the accompanying <strong>Offer</strong>s <strong>to</strong> Purchase dated September 20, 2000 by<br />
the <strong>Offer</strong>ors <strong>to</strong> <strong>purchase</strong> all of the issued and outstanding Clearnet Shares, including Clearnet Shares that may<br />
become outstanding on the exercise of options, warrants, convertible debentures or other rights <strong>to</strong> <strong>purchase</strong> or acquire<br />
Clearnet Shares including pursuant <strong>to</strong> the Clearnet Convertible Debentures and the Clearnet Warrants. Shareholders<br />
should refer <strong>to</strong> the <strong>Offer</strong>s <strong>to</strong> Purchase for details of their terms and conditions, including details as <strong>to</strong> payment and<br />
withdrawal rights.<br />
The information concerning Clearnet contained in this Circular has been taken from or is based upon publicly<br />
available documents and records of Clearnet on file with Canadian securities regula<strong>to</strong>ry authorities and other public<br />
sources, unless otherwise stated herein. Although the <strong>Offer</strong>ors have no knowledge which would indicate that any of<br />
the statements contained herein and taken from or based on such information are untrue or incomplete, they do not<br />
assume any responsibility for the accuracy or completeness of such information, or for any failure by Clearnet <strong>to</strong><br />
disclose publicly events or facts which may have occurred or which may affect the significance or accuracy of any such<br />
information and which are unknown <strong>to</strong> the <strong>Offer</strong>ors.<br />
BACKGROUND TO THE OFFERS<br />
In March, 1999, George Petty, then President and Chief Executive Officer of <strong>TELUS</strong>, and James W. Peters,<br />
then Executive Vice-President, Corporate Development and Emerging Business of <strong>TELUS</strong> had an introduc<strong>to</strong>ry<br />
meeting with George Cope and Robert Simmonds, respectively the President and Chief Executive Officer and<br />
the Chairman and Executive Vice-President, Regula<strong>to</strong>ry of Clearnet, <strong>to</strong> discuss generally the possibility of a<br />
transaction between the two companies. No further meetings or discussions <strong>to</strong>ok place between the two<br />
companies until late 1999.<br />
On November 10, 1999, Brian Canfield, then President and Chief Executive Officer and James W. Peters,<br />
Executive Vice-President, Corporate Development and Corporate Affairs and General Counsel of <strong>TELUS</strong>, met<br />
with George Cope, Robert Simmonds, and Robert McFarlane, Executive Vice-President, Chief Financial Officer<br />
of Clearnet, <strong>to</strong> discuss the potential benefits of a strategic combination between <strong>TELUS</strong> and Clearnet and the<br />
interests of the parties with respect there<strong>to</strong>.<br />
On November 19, 1999, Messrs. Canfield and Peters met with Messrs. Cope and McFarlane <strong>to</strong> discuss the<br />
nature of a potential strategic combination and <strong>to</strong> establish the parameters which would be required <strong>to</strong> be met <strong>to</strong><br />
achieve a mutually beneficial transaction.<br />
During the period from December 8 <strong>to</strong> December 14, 1999 various telephone conversations were held<br />
between Mr. Peters of <strong>TELUS</strong> and Mr. Cope of Clearnet where Mr. Cope advised that the nature of the<br />
transaction then being proposed by <strong>TELUS</strong> was not within the expectations of Clearnet and its Board of<br />
Direc<strong>to</strong>rs. It was determined at that time, that any further meetings and discussions would be deferred in<strong>to</strong> 2000.<br />
On January 27, 2000, Mr. Peters <strong>to</strong>gether with <strong>TELUS</strong>’ financial advisors met with Messrs. Cope and<br />
McFarlane and Clearnet’s financial advisors at which time a proposal initiated by Clearnet was presented <strong>to</strong><br />
<strong>TELUS</strong> which <strong>TELUS</strong> did not find acceptable.<br />
On March 6, 2000, Mr. Peters and <strong>TELUS</strong>’ financial advisors met with Messrs. Cope and McFarlane and<br />
Clearnet’s financial advisors <strong>to</strong> discuss various issues relating <strong>to</strong> a strategic combination including issues relating<br />
<strong>to</strong> valuation, commitments <strong>to</strong> Clearnet’s ESMR platform and Clearnet’s concerns relating <strong>to</strong> foreign ownership<br />
laws. It was decided by the parties that there was not sufficient agreement on the terms of a transaction for<br />
discussions <strong>to</strong> continue and the parties agreed <strong>to</strong> defer further discussions until there was further clarity on the<br />
Spectrum Auction process.<br />
On June 7 <strong>to</strong> 9, 2000, <strong>TELUS</strong>’ board of direc<strong>to</strong>rs and management, <strong>to</strong>gether with Darren Entwistle,<br />
discussed the strategy of <strong>TELUS</strong> establishing a national wireless presence and the various alternatives available<br />
<strong>to</strong> <strong>TELUS</strong> with respect there<strong>to</strong> and determined <strong>to</strong> undertake a thorough investigation of the various<br />
alternatives.<br />
On June 28, 2000, Industry Canada announced the framework of the Spectrum Auction which permitted<br />
<strong>TELUS</strong> <strong>to</strong> participate in that auction.<br />
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