Offer to purchase CLEARNET.pdf - About TELUS

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PRICE RANGE AND TRADING SUMMARY OF CLEARNET NON-VOTING SHARES The Clearnet Non-Voting Shares are listed and posted for trading on the TSE and NASDAQ. The following table sets forth the high and low sales price and volume of sales of the Clearnet Non-Voting Shares traded on each of the TSE and NASDAQ for the periods indicated: TSE NASDAQ High Low Volume High Low Volume $ $ (No. of Shares) U.S.$ U.S.$ (No. of Shares) 2000 First Quarter ......................... 66.15 44.00 6,428,000 46.00 30.31 16,209,800 April ............................... 73.00 48.80 1,161,800 50.25 32.56 3,727,300 May................................ 64.80 33.05 1,658,400 44.38 21.75 5,401,200 June ............................... 58.70 38.20 2,114,371 39.63 25.58 4,499,700 July ................................ 45.50 34.60 1,806,959 30.63 23.38 4,681,300 August .............................. 66.00 41.00 20,958,695 44.75 27.63 15,534,700 September 1 to September 18 ............. 1999 66.90 65.30 5,418,445 45.38 44.19 1,681,700 First Quarter ......................... 21.60 12.45 8,098,000 14.38 8.13 10,721,900 Second Quarter ....................... 22.20 16.00 7,901,600 14.88 10.94 11,791,800 Third Quarter ........................ 28.85 20.00 6,704,900 19.63 13.88 17,837,200 Fourth Quarter ........................ 1998 49.65 26.00 7,611,600 34.50 17.25 26,241,700 First Quarter ......................... 21.75 15.60 2,662,500 15.50 10.88 7,897,700 Second Quarter ....................... 22.50 14.00 5,001,400 16.00 9.56 12,362,800 Third Quarter ........................ 17.65 9.00 4,944,100 11.88 6.00 16,092,000 Fourth Quarter ........................ 13.95 10.65 5,261,000 9.13 6.84 10,461,000 The closing price of a Clearnet Non-Voting Share on August 18, 2000, the last day on which the Clearnet Non-Voting Shares traded prior to the announcement of the Offers, was $45.80 on the TSE and U.S.$ 31.00 on NASDAQ. OWNERSHIP OF AND TRADING IN SECURITIES OF CLEARNET Pursuant to the Lock-Up Agreements and other agreements with TELUS, the Clearnet Shareholders and certain officers of Clearnet have agreed to tender 3,704,010 Clearnet Non-Voting Shares (representing approximately 8.96% of the outstanding Clearnet Non-Voting Shares), 293,678,399 Class B Shares (representing approximately 91.4% of the outstanding Class B Shares), and all of the Class C Shares and Class D Shares. See ‘‘Background to the Offers — Shareholders Agreements and Related Agreements’’. Except as set out below, neither of the Offerors, any affiliates or associates thereof, nor any of the directors or officers of the Offerors or any of their respective associates beneficially owns, directly or indirectly, or controls or exercises direction over any securities of Clearnet. Except as set out below, no securities of Clearnet have been traded in the six-month period preceding the date of the Offers by the Offerors, or by any affiliates or associates of the Offerors, and to the knowledge of the Offerors and their respective directors and officers after reasonable inquiry, no securities of Clearnet have been traded in the six-month period preceding the date of the Offers by any of the directors or officers of the Offerors or any of their associates. 46
COMMITMENTS TO ACQUIRE SECURITIES OF CLEARNET The Lock-up Agreements and the other agreements with certain officers and directors of Clearnet are the only commitments by TELUS to acquire equity securities of Clearnet. None of the Offerors nor any of their respective directors and senior officers has any commitment to acquire equity securities of Clearnet and, to the knowledge of such directors and senior officers after reasonable inquiry, no associates of the directors and senior officers of the Offerors, any person or company acting jointly or in concurrent with the Offerors or any person or company who beneficially owns, directly or indirectly, more than 10% of any class of equity securities of either of the Offerors. See ‘‘Background to the Offers — Shareholders Agreements and Related Agreements’’. ARRANGEMENTS, AGREEMENTS OR UNDERSTANDINGS Except as set forth below, there are no contracts, arrangements or agreements made or proposed to be made between the Offerors and any of the directors or officers of Clearnet and no payments or other benefits are proposed to be made or given by the Offerors to the directors or officers of Clearnet by way of compensation for loss of office or for remaining in or retiring from office. See ‘‘Background to the Offers’’. TELUS has agreed to retain George Cope as President and Chief Executive Officer of TELUS Mobility after completion of the Offers. The terms of Mr. Cope’s employment arrangements are being finalized. In addition, Mr. Cope is expected to choose, in consultation with Darren Entwistle, his executive team from among the current officers of Clearnet and the current members of the TELUS Mobility management team. Discussions are or will be underway, but the selection of the Clearnet officers to be retained and arrangements or agreements with those officers have not been determined or agreed to at the date hereof. Any officer of Clearnet who is not retained will not be paid any severance payments other than those they are currently entitled under their employment agreements with Clearnet. TELUS is proposing to enter into the following agreements or arrangements with respect to Clearnet Options. TELUS understands from Clearnet that all of the approximately 4.3 million Clearnet Options outstanding vest on the mailing of the Offers to Purchase and Circular. TELUS intends to provide the Clearnet Optionholders with the following alternatives: (a) Subject to the amendment of the Clearnet Option Plan, TELUS intends to make arrangements with the Depositary to permit the tender of Clearnet Non-Voting Shares which may be issued on the Take-up Date pursuant to the exercise of Clearnet Options made conditional and effective only upon the take-up of Clearnet Shares under the Offers. At that time the Depositary will pay to Clearnet from the cash consideration to be received by the Clearnet Optionholders an amount equal to the exercise price payable thereunder and the balance of the consideration will be paid to the Clearnet Optionholders; (b) In addition, TELUS intends to give Clearnet Optionholders (who are not U.S. persons within the meaning of Regulation S under the 1933 Act) the right to convert their Clearnet Options into vested TELUS options for TELUS Non-Voting Shares pursuant to an option plan adopted by TELUS only for this purpose, using the share price ratio methodology described below, thereby enabling them to exercise TELUS options after the Effective Date. The remaining term of the converted TELUS options will remain the same as the Clearnet Options, and the other terms and conditions of the converted options will be substantially the same as those under TELUS’ current employee stock option plan. The conversion of Clearnet Options into TELUS options is to be done on a basis that will result in Clearnet Optionholders holding options for TELUS Non-Voting Shares which have an economic value on the Effective Date no greater than the economic value of their Clearnet Options on the Effective Date. By way of example, Clearnet Options to purchase 1,000 Clearnet Non-Voting Shares with an exercise price of $20.00 per share would be replaced by TELUS options to purchase 1,636 TELUS Non-Voting Shares at the exercise price of $11.27 per share, determined as follows: (i) the exercise price for the replacement TELUS options ($11.27 in this example) is calculated to reflect the same ratio between the exercise price and the share price associated with the Clearnet Options to be converted, i.e. the market value of the Clearnet Non-Voting Shares on the business 47
Page 1 and 2:
No securities commission or similar
Page 3 and 4: QUESTIONS AND ANSWERS ABOUT THE OFF
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
Page 53: (b) the management proxy circular o
Page 57 and 58: the proposed transaction is likely
Page 59 and 60: ACQUISITION OF CLEARNET SHARES NOT
Page 61 and 62: 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
Page 69 and 70: No brokerage fees or commissions wi
Page 71 and 72: CONSENT OF AUDITORS To: British Col
Page 73 and 74: CERTIFICATE OF 612459 B.C. LTD. The
Page 75 and 76: MANAGEMENT’S REPORT Management is
Page 77 and 78: TELUS CORPORATION (FORMERLY BCT.TEL
Page 87 and 88: 4. FINANCING COSTS TELUS CORPORATIO
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SCHEDULE II TELUS CORPORATION UNAUD
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COMPILATION REPORT To the Directors
Page 109 and 110:
TELUS CORPORATION PRO FORMA CONSOLI
Page 111 and 112:
TELUS CORPORATION NOTES TO THE PRO
Page 113 and 114:
Page 115 and 116:
Page 117 and 118:
Page 119 and 120:
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
Page 135 and 136:
Officers Name and Position held wit
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