Offer to purchase CLEARNET.pdf - About TELUS

Subsequent Acquisition Transactions
If the Offerors take up and pay for Clearnet Shares validly deposited under the Offers and the foregoing
statutory right of Compulsory Acquisition is not available or the Offerors elect not to pursue such right, the
Offerors currently intend to pursue other means of acquiring, directly or indirectly, all Clearnet Shares in
accordance with applicable law, including by way of a statutory arrangement, amalgamation, capital
reorganization or other transaction involving Clearnet and an affiliate of TELUS (a ‘‘Subsequent Acquisition
Transaction’’). The timing and details of any such transaction will necessarily depend on a variety of factors,
including the number of Clearnet Shares acquired pursuant to the Offers. In the event of any such Subsequent
Acquisition Transaction, Shareholders, other than TELUS and its affiliates, could, in accordance with Canadian
law, receive TELUS Non-Voting Shares, cash, preferred shares (which may be immediately redeemable for
cash), debt or any combination thereof. Although TELUS currently intends that the consideration offered under
any Subsequent Acquisition Transaction proposed by it would be identical to the consideration offered under the
Offers, such consideration could have a higher or lower value than the value of the consideration offered for
Clearnet Shares pursuant to the Offers.
OSC Rule 61-501 and Policy Q-27 may deem certain types of Subsequent Acquisition Transactions to be
‘‘going private transactions’’ if such Subsequent Acquisition Transactions would result in the interest of a holder
of Clearnet Shares (the ‘‘affected securities’’) being terminated without the consent of the holder and without
the substitution therefor of an interest of equivalent value in a participating security of Clearnet, a successor to
the business of Clearnet or a person who controls Clearnet or a person who controls a successor to the business
of Clearnet. Such methods of acquiring the remaining outstanding Clearnet Shares may also be a ‘‘related party
transaction’’ within the meaning of OSC Rule 61-501 and Policy Q-27.
OSC Rule 61-501 and Policy Q-27 provide that, unless exempted, a corporation proposing to carry out a
going private transaction or a related party transaction is required to prepare a valuation of the affected
securities (and any non-cash consideration being offered therefor) and provide to the holders of the affected
securities a summary of such valuation. TELUS intends to seek a waiver pursuant to Policy Q-27 and is relying
on the statutory exemption available in that regard under Rule 61-501. If TELUS decides to effect a going
private transaction or a related party transaction, TELUS intends to seek waivers pursuant to OSC Rule 61-501
and Policy Q-27, as required, exempting TELUS or its affiliates, as appropriate, from the requirement to
prepare a valuation in connection with any such transaction proposed by TELUS.
Depending on the nature and terms of the Subsequent Acquisition Transaction, the provisions of the CBCA
may require the approval of at least 66 2 ⁄3% of the votes cast by holders of the outstanding Clearnet Non-Voting
Shares at a meeting duly called and held for the purpose of approving the Subsequent Acquisition Transaction.
OSC Rule 61-501 and Policy Q-27 would also require that, in addition to any other required security holder
approval, in order to complete a going private transaction, the approval of a simple majority of the votes cast by
‘‘minority’’ shareholders of the affected securities must be obtained. OSC Rule 61-501 and Policy Q-27 contain
similar minority approval requirements for related party transactions. Under OSC Rule 61-501, the necessary
level of security holder approval is a simple majority of the votes cast by ‘‘minority’’ holders of each class of
affected securities. Under Policy Q-27, the necessary level of shareholder approval with respect to a going
private or related party transaction is a simple majority of ‘‘minority’’ vote unless (i) the consideration to be paid
is payable wholly or partly other than in cash or in the right to receive cash within 35 days of the approval of the
transaction; or (ii) if a formal valuation is required and the consideration is payable entirely in cash and is less in
amount than the per value security or the simple average of the high and low ends of the range of per security
values, arrived at pursuant to the required valuation, in which case the necessary level of shareholder approval is
66 2 ⁄3% of the votes cast by ‘‘minority’’ holders of each class of the affected securities. In relation to the Offers
and any related party or going private transaction, the ‘‘minority’’ holders will be, unless an exemption is
available or discretionary relief is granted by the OSC and CVMQ, all Shareholders other than the Offerors and
their directors and senior officers or any associate or affiliate of TELUS or its directors or senior officers or any
person or company acting jointly or in concert with TELUS or any of its directors or senior officers in
connection with the Offers or any Subsequent Acquisition Transaction or going private transaction. OSC
Rule 61-501 and Policy Q-27 also provide that TELUS may treat Clearnet Non-Voting Shares acquired pursuant
to the Offers as ‘‘minority’’ shares and to vote them, or to consider them voted, in favour of such related party or
going private transaction if the consideration per security in the related party or going private transaction is at
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