Offer to purchase CLEARNET.pdf - About TELUS

On July 14, 2000, Darren Entwistle, the present President and Chief Executive Officer of TELUS, and
Mr. Cope had a telephone discussion wherein they agreed to meet to further discuss opportunities for a
transaction.
At the July 26, 2000 TELUS Board meeting, Mr. Entwistle presented various strategic alternatives involving
the wireless business including a transaction with Clearnet.
On July 29, 2000, Messrs. Entwistle and Cope met to discuss the benefits of the two companies coming
together and to explore the opportunity of doing a transaction that would benefit both companies.
On August 3 and 4, 2000, Darren Entwistle, Barry Baptie, Executive Vice-President, Finance and Chief
Financial Officer, James W. Peters, Paul Mirabelle, Vice-President, Corporate Development and Strategy of
TELUS, and TELUS’ financial advisors met with George Cope, Robert McFarlane, John Phillips, Executive
Vice-President, Carrier Relations and General Counsel of Clearnet, and Clearnet’s financial advisors. At those
meetings TELUS and Clearnet formulated a non-binding set of terms and conditions relating to the Offers, the
making of such Offers being subject to certain conditions including completion of satisfactory due diligence and
the entering into of definitive agreements including the Shareholders Agreements.
On August 7, 2000, TELUS and Clearnet entered into a confidentiality agreement pursuant to which the
parties agreed to hold all non-public, confidential or proprietary information provided to either of them by the
other in confidence.
On August 8, 2000, the board of directors of TELUS met and were advised of the general terms and
conditions of the Offers and the proposed business combination with Clearnet. The board of directors of
TELUS provided management with authorization to continue discussions subject to completion of due diligence,
arrangement of financing and final board approval.
On August 10, 2000, the board of the directors of Clearnet met and were advised of the terms of the
potential transaction.
On August 13, 2000, with an effective date of August 3, 2000, Clearnet and TELUS entered into a standstill
and exclusivity agreement which contained provisions, inter alia, to the effect that, for a period of 30 days
Clearnet would deal exclusively with TELUS in respect of a business combination. This provision terminated
upon execution of the Support Agreement. The standstill and exclusivity agreement also contained a mutual
agreement that for a period of six months neither party would seek to acquire any assets or securities of the
other.
Between the period from August 10, 2000 to August 18, 2000, the parties delivered preliminary confidential
information and due diligence was conducted by each party on the other.
On August 18, 2000, the board of directors of TELUS met and was provided with information relating to
the Offers, the results of preliminary due diligence and the results of the terms of the financing arrangement to
complete the Offers. The board of directors gave approval to the Offers, subject to satisfactory completion of
documentation and obtaining the binding Commitment Letter from the Banks with respect to the financing
required to complete the Offers.
Between August 10, 2000 and August 19, 2000, Clearnet and TELUS and their respective advisors
negotiated the definitive terms of the Support Agreement and the Shareholders Agreements.
On August 20, 2000, TELUS executed the Commitment Letter which was delivered by the Banks, Clearnet
and TELUS entered into the Support Agreement and TELUS and the Clearnet Shareholders entered into the
Shareholders’ Agreements (see ‘‘— Support Agreement’’ and ‘‘— Shareholders Agreements and Related
Agreements’’ below).
On August 21, 2000, before the commencement of trading of the TSE and NASDAQ, TELUS and Clearnet
together announced the entering into of the Support Agreement and the Lock-up Agreements and TELUS’
intention to make the Offers.
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