Offer to purchase CLEARNET.pdf - About TELUS

Madison Dearborn Capital Partners, L.P. and Lenbrook Inc. have each entered into a non-competition
agreement with TELUS and Clearnet whereby they have agreed for a period of six months from the Take-up
Date not to compete with TELUS and Clearnet in the mobile phone telecommunications sector or carry on any
wireless communications business within Canada that competes with that business.
In addition TELUS affirmed to Motorola Canada Limited Clearnet’s commitment to the Mike iDEN
network and its buildout. See ‘‘Plans for Clearnet’’ below.
Officers of Clearnet have entered into agreements with TELUS agreeing to tender to the Offers the
Clearnet Shares held by them. These persons hold 18,592,949 Clearnet Shares and 2,458,398 Clearnet Options
which may be exercised for Clearnet Non-Voting Shares for the purpose of the Offers.
Purpose and Benefits of the Offers
The purpose of the Offers is to enable TELUS to acquire all of the issued and outstanding Clearnet Shares,
including Clearnet Shares which may become outstanding on the exercise of stock options, warrants, convertible
debentures or other rights to purchase or acquire Clearnet Shares. See also ‘‘Acquisition of Clearnet Shares Not
Deposited Under the Offers’’ in the Circular. The exact timing and details of a Compulsory Acquisition and
Subsequent Acquisition Transaction involving Clearnet will necessarily depend upon a variety of factors,
including the number of Clearnet Shares acquired pursuant to the Offers.
Although TELUS currently intends to propose a Compulsory Acquisition or a Subsequent Acquisition
Transaction generally on the same terms as the Offers, it is possible that, as a result of delays in the Offerors’
ability to effect such a transaction, information hereafter obtained by the Offerors, changes in general economic,
industry or market conditions or in the business of Clearnet, or other currently unforeseen circumstances, such a
transaction may not be so proposed, may be delayed or abandoned or may be proposed on different terms. The
Offerors expressly reserve the right not to propose a Compulsory Acquisition or Subsequent Acquisition
Transaction involving Clearnet, or to propose a Subsequent Acquisition Transaction on terms other than those
described herein.
If the Offerors decide not to propose a Compulsory Acquisition or a Subsequent Acquisition Transaction,
or propose a Subsequent Acquisition Transaction but cannot promptly obtain any required approvals, the
Offerors will evaluate their other alternatives. Such alternatives could include, to the extent permitted by
applicable Law, purchasing additional Clearnet Shares in the open market, in privately negotiated transactions,
in another take-over bid or exchange offer or otherwise, or taking no further action to acquire additional
Clearnet Shares. Any additional purchases of Clearnet Shares could be at a price greater than, equal to or less
than the price to be paid for Clearnet Shares under the Offers and could be for cash, securities and/or other
consideration. Alternatively, the Offerors may sell or otherwise dispose of any or all Clearnet Shares acquired
pursuant to the Offers, on terms and at prices then determined by the Offerors, which may vary from the price
paid for Clearnet Shares under the Offers, or may sell interests in Clearnet.
Benefits of the Offers
The major benefits of the Offers to Shareholders are:
(i) a significant return on their investment, with the cash consideration of $70 representing a 53%
premium to the closing price of the Clearnet Non-Voting Shares on August 18, 2000, the last trading
day prior to the announcement of the Offers, and
(ii) for those Shareholders who receive TELUS Non-Voting Shares as part or full consideration for the
Offers, the opportunity to invest in a full service telecommunications provider that is becoming a
national player.
TELUS shares offer participation in a more competitive national telecommunications company than either
Clearnet or TELUS would be on its own and should generate greater opportunities to deliver greater value to
their shareholders. The Canadian industry for mobile telecommunications services is undergoing rapid growth as
consumers and businesses have endorsed the benefits of mobile telephony. Furthermore, the wireline and
wireless services are converging. TELUS has launched national telecommunications services and is building
infrastructure. TELUS expects that the combination of Clearnet with TELUS will result in an entity that is
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