Offer to purchase CLEARNET.pdf - About TELUS

day immediately preceding the Effective Date (assume $67.00) minus $20.00 divided by 1.636
($28.73) and by subtracting $28.73 from the market value of TELUS Non-Voting Shares on the
business day immediately preceding the Effective Date (assume $40.00) resulting in $11.27; and
(ii) the number of TELUS Non-Voting Shares that may be purchased upon exercise of the
replacement TELUS options (1,636 in this example) is calculated to reflect the same number as
the Clearnet Options to be converted based on the exchange ratio of 1.636 (1000 1.636 =
1,636).
Except as set forth above, there are no contracts, arrangements or understandings between the Offerors and
any security holder of Clearnet with respect to the Offers, a Compulsory Acquisition or any Subsequent
Acquisition Transaction or between the Offerors and any person or company (other than their professional
advisors and agents) with respect to any securities of Clearnet in relation to the Offers, a Compulsory
Acquisition or any Subsequent Acquisition Transaction. See ‘‘Background to the Offers’’ and ‘‘Other Matters
Relating to the Offers — Financial Advisors, Dealer Managers and Soliciting Dealer Group’’.
EFFECT OF THE OFFER ON MARKET AND LISTINGS
The purchase of Clearnet Shares by the Offerors pursuant to the Offers will reduce the number of such
shares that might otherwise trade publicly, as well as the number of holders of Clearnet Shares, and, depending
on the number of holders depositing and the number of Clearnet Shares purchased under the Offers, could
adversely affect the liquidity and market value of the remaining Clearnet Shares held by the public. After the
purchase of Clearnet Shares under the Offers, Clearnet may cease to be subject to the public reporting and
proxy solicitation requirements of the CBCA and the securities laws of certain of the provinces and territories
of Canada.
The rules and regulations of the TSE and NASDAQ establish certain criteria which, if not met, could lead
to the delisting of the Clearnet Non-Voting Shares from such exchanges. Among such criteria are the number of
holders of Clearnet Non-Voting Shares, the number of Clearnet Non-Voting Shares publicly held and the
aggregate market value of the Clearnet Non-Voting Shares publicly held. Depending on the number of Clearnet
Non-Voting Shares purchased pursuant to the Offers, it is possible that the Clearnet Non-Voting Shares would
fail to meet the criteria for continued listing on such exchanges. If this were to happen, the Clearnet Non-Voting
Shares could be delisted and this could, in turn, adversely affect the market or result in a lack of an established
market for such Clearnet Non-Voting Shares.
If the Clearnet Non-Voting Shares are delisted, it is possible that such shares would be traded in the
over-the-counter market and that price quotations for those shares would be reported in Canada through
the Canadian over-the-counter automated trading system. The extent of the public market for the shares and the
availability of such quotations would, however, depend upon the number of Shareholders remaining at such
time, the interest in maintaining a market in such shares on the part of brokerage houses and other factors.
It is the Offerors’ current intention to have (i) the TELUS Non-Voting Shares listed on the NYSE and
(ii) apply to delist the Clearnet Non-Voting Shares from the TSE and NASDAQ as soon as practicable after
completion of the Offers and any Subsequent Acquisition Transaction. The TELUS Non-Voting Shares will
remain listed on the TSE.
REGULATORY APPROVALS
Competition Act
It is a condition precedent to the taking up of the Clearnet Shares by TELUS that the relevant waiting
period in Section 123 of the Competition Act shall have expired and an ARC issued or a ‘‘no action letter’’
received from the Commissioner or that there shall not have been a threatened or actual application by the
Commissioner which could have a material adverse effect on either TELUS or Clearnet.
Under the Competition Act a proposed transaction satisfying prescribed thresholds is subject to mandatory
pre-merger notification to the Commissioner and observance of a prescribed waiting period during which the
parties are prohibited from closing the proposed transaction. Where the Commissioner determines that
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