Offer to purchase CLEARNET.pdf - About TELUS

CLEARNET
Clearnet Communications Inc. is a holding company that was continued under the CBCA on October 20,
1994. Clearnet has two principal wholly-owned subsidiaries, Clearnet Inc., and Clearnet PCS Inc., both of which
are CBCA corporations. The registered head office of each corporation is located at 200 Consilium Place,
Scarborough, Ontario, M1H 3J3 and the telephone number is (416) 279-9000.
Clearnet Inc. owns and operates an Enhanced Specialized Mobile Radio (‘‘ESMR’’) digital wireless
business communications service under the Mike trademark (‘‘Mike’’), an analogue dispatch Specialized
Mobile Radio (‘‘SMR’’) service and a multi-location mobile communications sales and service dealership
division.
Clearnet PCS Inc. owns and operates a PCS digital wireless communications service under the Clearnet
PCS trademark and numerous retail store outlets.
Clearnet is one of Canada’s leading wireless telecommunications companies, offering a combination of
wireless services addressing the varied needs of distinct market segments. As at June 30, 2000, Clearnet’s PCS
network covered a population of 17.2 million (28 million with analogue cellular through roaming agreements
made by Clearnet) and Clearnet’s ESMR Mike network covered a population of 20.8 million. As at June 30,
2000, Clearnet provided wireless services to 693,540 subscribers, consisting of: 398,300 PCS subscribers (49,090
of which were added in the first half of 2000); 274,175 ESMR subscribers (64,054 of which were added in the
first half of 2000); and 21,065 SMR subscribers. Clearnet holds one of only two high-capacity 30 MHz PCS
licenses in Canada and is the only company with two state-of-the-art and complementary digital wireless services
in Canada.
The Clearnet Non-Voting Shares trade in Canadian currency on the TSE under the stock symbol: NET.A
and in U.S. currency on NASDAQ under the stock symbol: CLNT. Based upon information provided by
Clearnet, TELUS believes that, as of September 18, 2000, there were approximately 48,695,323 Clearnet
Non-Voting Shares, 321,321,912 Class B Shares, 6,092,591 Class C Shares and 7,790,741 Class D Shares,
outstanding on a fully-diluted basis.
MATERIAL CHANGES AND OTHER INFORMATION CONCERNING CLEARNET
The Offerors have no information which indicates any material change in the affairs of Clearnet since the
date of the last published financial statements of Clearnet other than as has been publicly disclosed by Clearnet.
The Offerors have no knowledge of any material fact concerning securities of Clearnet that has not been
generally disclosed by Clearnet or any other matter that has not previously been generally disclosed but which
would reasonably be expected to affect the decision of Shareholders to accept or reject the Offers.
TELUS AND ACQUISITION CO.
TELUS
TELUS was incorporated under the Company Act (British Columbia) on October 26, 1998, as BCT.TELUS
Communications Inc. and on May 3, 2000 changed its name to TELUS Corporation. TELUS’ executive and
registered offices are located at 21st Floor, 3777 Kingsway, Burnaby, British Columbia, V5H 3Z7.
TELUS is the second largest Canadian telecommunications provider with a full range of communication
services. Its subsidiaries provide telecommunications services and solutions including voice, data, cellular,
Internet, information management and advertising. Voice and data communications, carried over both wireline
and wireless networks, are the major lines of business. Interconnection with other communications carriers
enables the customers of TELUS to communicate nationally and globally.
TELUS’ serves approximately 99% of British Columbia’s population of approximately 4.0 million residents
and approximately 100% of Alberta’s population of approximately 3.0 million residents. Its network includes the
British Columbia and Alberta portion of a cross Canada route for wireline, data and image communications
services including the British Columbia and Alberta portion of the coast-to-coast microwave networks and the
transcontinental high-density fibre optic transmission system used by the incumbent local exchange carriers.
TELUS is building its own national fibre network, supplemented by fibre rings in certain metropolitan areas. As
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